Univ.ef  jH.  Library 
51 


Musi  ram  a 


ft  l H 5 /i  3es» 

fn  on  file. 


CENTRAL  OF  GEORGIA  RAILWAY  COMPANY, 

TO 


GUARANTY  TRUST  COMPANY  OF 
NEW  YORK, 

TRUSTEE. 


Ulntat  Unbtntnw. 


DATED  JUNE  1,  1919. 


/ 


V 


\ 


V- 


< 


A 


A Trust  Indenture  dated  the  first  day  of  June,  one 
thousand  nine  hundred  and  nineteen,  by  and  between 
Central  of  Georgia  Railway  Company,  a corporation 
duly  created  and  existing  under  the  laws  of  the  State  of 
Georgia  (hereinafter  called  the  Railway  Company),  party 
of  the  first  part,  and  Guaranty  Trust  Company  of  New 
York,  a corporation  duly  created  and  existing  under  the 
laws  of  the  State  of  New  York  (hereinafter  called  the 
Trustee),  party  of  the  second  part,  witnesseth: 

Whereas,  for  the  purpose  of  borrowing  money  for 
its  lawful  corporate  purposes,  the  Railway  Company,  by 
resolutions  duly  adopted  by  its  board  of  directors,  has 
resolved  to  create  an  issue  of  bonds  (coupon  and  regis- 
tered) for  an  aggregate  principal  sum  not  exceeding 
Eight  Million  Dollars  ($8,000,000)  at  any  one  time  out- 
standing, to  be  designated  as  Ten  Year  Six  Per  Cent. 
Secured  Gold  Bonds  of  the  Railway  Company,  to  be 
payable  on  the  first  day  of  June,  1929,  in  gold  coin  of 
the  United  States  of  America  of  or  equal  to  the  stand- 
ard of  weight  and  fineness  existing  June  1,  1919,  at  the 
office  or  agency  of  the  Railway  Company,  in  the  Borough 
of  Manhattan  in  the  City  and  State  of  New  York,  and  to 
bear  interest  from  June  1,  1919,  at  the  rate  of  six  per 
cent,  per  annum,  payable  semi-annually  at  said  office  or 
agency  in  like  gold  coin  on  June  1 and  December  1 in  each 
year;  and 

c 

Whereas,  by  resolutions  duly  adopted  by  its  board  of 
^directors,  the  Railway  Company  has  ordered  and  di- 
rected that  the  coupon  bonds  and  the  coupons  to  be  there- 


2 


to  attached  and  the  registered  bonds  without  coupons  and 
the  certificate  of  authentication  of  the  Trustee  to  be  en- 
dorsed upon  all  bonds  be  respectively  in  substantially 
the  forms  following,  viz. : 


[FORM  OF  COUPON  BONO.] 

No.  $1,000 

UNITED  STATES  OF  AMERICA. 

State,  of  Georgia. 

CENTRAL  OF  GEORGIA  RAILWAY  COMPANY. 

Ten  Year  Six  Per  Cent.  Secured  Gold  Bond. 

Central  of  Georgia  Railway  Company  (hereinafter 
called  the  Railway  Company),  a corporation  of  the  State 
of  Georgia,  for  value  received,  hereby  promises  to  pay  to 
the  bearer,  dr,  if  this  bond  be  registered,  then  to  the  reg- 
istered holder  hereof,  on  June  1,  1929,  at  the  office  or 
agency  of  the  Railway  Company  in  the  Borough  of 
Manhattan  in  the  City  and  State  of  New  York,  the  sum 
of  One  Thousand  Dollars,  in  gold  coin  of  the  United 
States  of  America  of  or  equal  to  the  standard  of  weight 
and  fineness  as  it  existed  on  June  1,  1919,  and  to  pay 
interest  thereon  from  June  1,  1919,  at  the  rate  of  six 
per  cent,  per  annum,  payable  semi-annually  at  said  office 
or  agency  in  like  gold  coin  on  December  1 and  June  1 in 
each  year,  on  presentation  and  surrender,  as  they  shall 
severally  mature,  of  the  coupons  hereto  annexed. 

Both  principal  and  interest  of  this  bond  are  payable 
without  deduction  for  any  tax,  assessment  or  govern- 
mental charge  (other  than  income  taxes  exceeding  in  the 
aggregate  two  per  centum  per  annum)  which  the  Railway 
Company  or  the  Trustee  under  the  Trust  Indenture  here- 
inafter mentioned  may  be  required  to  pay,  or  to  retain 


3 


therefrom,  under  any  present  or  future  law  of  the 
United  States  of  America,  or  of  any  State,  county, 
municipality  or  other  taxing  authority  therein. 

This  bond  is  one  of  a series  of  bonds  (coupon  and 
registered),  limited  to  the  aggregate  principal  amount 
of  Bight  Million  Dollars  ($8,000,000)  at  any  one  time 
outstanding,  known  as  the  Ten  Year  Six  Per  Cent.  Se- 
cured Gold  Bonds  of  the  Railway  Company,  all  issued 
and  to  be  issued  under  and  equally  secured  by  a Trust 
Indenture  dated  June  1,  1919,  between  the  Railway  Com- 
pany and  Guaranty  Trust  Company  of  New  York,  as 
Trustee  (herein  termed  the  Trust  Indenture).  For  a 
description  of  the  nature  and  extent  of  the  security  and 
the  terms  and  conditions  upon  which  the  bonds  are  se- 
cured, reference  is  made  to  the  Trust  Indenture. 

This  bond  shall  pass  by  delivery  unless  it  shall  be 
registered  as  to  principal  in  the  name  of  the  owner 
at  said  office  or  agency  of  the  Railway  Company,  such 
registration  being  noted  on  the  bond  by  or  on  behalf 
of  the  Railway  Company.  After  such  registration  no 
transfer  shall  be  valid  unless  made  at  said  office  or  agency 
by  the  registered  owner  hereof  in  person,  or  by  his  duly 
authorized  attorney,  and  similarly  noted  on  the  bond; 
but  the  same  may  be  discharged  from  registration  by 
being  in  like  manner  transferred  to  hearer,  and  there- 
upon transferability  by  delivery  shall  be  restored;  hut 
this  bond  may  again,  from  time  to  time,  be  registered 
or  transferred  to  bearer  as  before.  Such  registration, 
however,  shall  not  affect  the  negotiability  of  the  coupons, 
which  shall  continue  to  be  transferable  by  delivery 
merely. 

The  holder  of  this  bond,  at  his  option,  may  surrender 
the  same  for  cancellation,  with  all  unmatured  coupons 
hereto  appertaining,  in  exchange  for  a registered  bond 
without  coupons,  as  provided  in  the  Trust  Indenture, 
and  on  payment,  if  the  Railway  Company  shall  require  it, 
of  the  charges  therein  provided  for;  and  such  registered 
bond  may  in  turn  be  re-exchanged  for  a coupon  bond. 


4 


In  case  an  event  of  default,  as  defined  in  the  Trust 
Indenture,  shall  happen,  the  principal  of  the  bonds  may 
become  or  be  declared  due  and  payable  in  the  manner 
and  with  the  effect  provided  in  the  Trust  Indenture. 

This  bond  is  subject  to  redemption  at  the  election  of 
the  Railway  Company  on  June  1,  1924,  and  thereafter 
on  December  1 or  June  1 in  any  year,  at  the  principal 
amount  thereof  and  accrued  interest,  plus  a premium 
equal  to  one-half  of  one  per  cent  of  the  principal  amount 
thereof  for  each  six  months  between  the  redemption  date 
and  the  date  of  maturity,  upon  sixty  days’  prior  notice 
by  publication,  as  provided  in  the  Trust  Indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of  or  the  interest  upon  this  bond,  or  for  any  claim 
based  hereon  or  otherwise  in  respect  hereof  or  of  the 
Trust  Indenture,  against  any  incorporator,  stockholder, 
officer  or  director,  past,  present  or  future,  of  the  Railway 
Company,  whether  by  virtue  of  any  constitution,  statute 
or  rule  of  law,  or  by  the  enforcement  of  any  assessment 
or  penalty  or  otherwise,  all  such  liability  being  by  the 
acceptance  hereof  and  as  part  of  the  consideration  for 
the  issue  hereof  expressly  waived,  as  provided  in  the 
Trust  Indenture. 

This  bond  shall  not  be  valid  or  become  obligatory  for 
any  purpose  until  it  shall  have  been  authenticated  by  the 
certificate,  hereon  endorsed,  of  the  Trustee  under  the 
Trust  Indenture. 

In  Witness  Whereof  Central  of  Georgia  Railway  Com- 
pany has  caused  this  bond  to  be  signed  by  its  President 
or  one  of  its  Vice-Presidents,  and  its  corporate  seal  to 
be  hereunto  affixed,  and  to  be  attested  by  its  Secretary  or 
an  Assistant  Secretary,  and  coupons  for  said  interest, 
bearing  the  fac-simile  signature  of  its  Treasurer,  to  be 
attached  hereto,  the  first  day  of  June,  1919. 

Central  of  Georgia  Railway  Company, 
by 


President. 


Attest: 


Secretary. 


5 


[form  of  interest  coupon.] 


From  which  shall  be  omitted  in  the  case  of  coupons 
maturing  on  and  prior  to  June  1,  1924,  the  words 
“unless  the  bond  hereinafter  mentioned  shall  have 
been  called  for  previous  redemption.” 


No.  $30 

On  the  first  day  of  19  , unless  the 

bond  hereinafter  mentioned  shall  have  been  called  for 
previous  redemption,  Central  of  Georgia  Railway  Com- 
pany will  pay  to  bearer,  at  its  office  or  agency  in  the  Bor- 
ough of  Manhattan,  in  the  City  and  State  of  New  York, 
Thirty  Dollars  in  United  States  Gold  Coin,  being  six 
months’  interest  then  due  on  its  Ten  Year  Six  Per  Cent. 
Secured  Gold  Bond  No. 


Treasurer. 

[form  of  registered  bond  without  coupons.] 

No.  $ 

UNITED  STATES  OF  AMERICA. 

State  of  Georgia. 

CENTRAL  OF  GEORGIA  RAILWAY  COMPANY. 

Registered  Ten  Year  Six  Per  Cent.  Secured 
Gold  Bond. 

Central  of  Georgia  Railway  Company  (hereinafter 
called  the  Railway  Company),  a corporation  of  the  State 
of  Georgia,  for  value  received,  hereby  promises  to  pay 
to  or  registered 

assigns,  on  June  1,  1929,  at  the  office  or  agency  of  the 
Railway  Company  in  the  Borough  of  Manhattan,  in  the 
City  and  State  of  New  York  the  sum  of 

thousand  Dollars,  in  gold  coin  of  the  United 
States  of  America  of  or  equal  to  the  standard  of  weight 
and  fineness  as  it  existed  on  June  1,  1919,  and  to  pay  in- 
terest thereon  from  December  1 or  June  1,  as  the  case 


6 


may  be,  next  preceding  the  date  hereof  (unless  this  bond 
be  dated  June  first  or  December  first,  and  in  that 
event  from  date),  at  the  rate  of  six  per  cent,  per  annum, 
payable  semi-annually  at  said  office  or  agency  in  like  gold 
coin  on  December  1 and  June  1 in  each  year. 

Both  principal  and  interest  of  this  bond  are  payable 
without  deduction  for  any  tax,  assessment  or  govern- 
mental charge  (other  than  income  taxes  exceeding  in 
the  aggregate  two  per  centum  per  annum)  which  the 
Railway  Company  or  the  Trustee  under  the  Trust  In- 
denture hereinafter  mentioned  may  be  required  to  pay, 
or  to  retain  therefrom,  under  any  present  or  future  law 
of  the  United  States  of  America,  or  of  any  State,  county, 
municipality  or  other  taxing  authority  therein. 

This  bond  is  one  of  a series  of  bonds  (coupon 
and  registered),  limited  to  the  aggregate  principal 
amount  of  Eight  Million  Dollars  ($8,000,000)  at  any 
one  time  outstanding,  known  as  the  Ten  Year  Six 
Per  Cent.  Secured  Gold  Bonds  of  the  Railway  Com- 
pany, all  issued  and  to  be  issued  under  and  equally 
secured  by  a Trust  Indenture  dated  June  1,  1919,  be- 
tween the  Railway  Company  and  Guaranty  Trust  Com- 
pany of  New  York,  as  Trustee  (herein  termed  the  Trust 
Indenture).  For  a description  of  the  nature  and  extent 
of  the  security  and  the  terms  and  conditions  upon  which 
the  bonds  are  secured,  reference  is  made  to  the  Trust 
Indenture. 

This  bond  is  transferable  by  the  registered  owner 
hereof  in  person  or  by  his  duly  authorized  attorney  at 
said  office  or  agency  of  the  Railway  Company,  upon  sur- 
render and  cancellation  of  this  bond,  and  thereupon  a 
new  registered  bond  without  coupons  will  be  issued  to  the 
transferee  in  exchange  herefor;  or  the  registered  owner 
of  this  bond,  at  his  option,  may  surrender  the  same  for 
cancellation  at  said  office  or  agency  in  exchange  for  the 
same  aggregate  amount  of  principal  in  coupon  bonds, 
all  as  provided  in  the  Trust  Indenture,  and  on  payment, 


1 


in  either  case,  if  the  Railway  Company  shall  require  it, 
of  the  charges  therein  provided  for;  and  such  coupon 
bond  or  bonds  may  in  turn  be  re-exchanged  for  a regis- 
tered bond. 

In  case  an  event  of  default,  as  defined  in  the  Trust  In- 
denture, shall  happen,  the  principal  of  the  bonds  may  be- 
come or  be  declared  due  and  payable  in  the  manner  and 
with  the  effect  provided  in  the  Trust  Indenture. 

This  bond  is  subject  to  redemption  at  the  election  of 
the  Railway  Company  on  June  1,  1924,  and  thereafter 
on  December  1 or  June  1 in  any  year,  at  the  principal 
amount  thereof  and  accrued  interest  plus  a premium 
equal  to  one-half  of  one  per  cent  of  the  principal  amount 
thereof  for  each  six  months  between  the  redemption  date 
and  the  date  of  maturity,  upon  sixty  days’  prior  notice 
by  publication,  as  provided  in  the  Trust  Indenture. 

No  recourse  shall  be  had  for  the  payment  of  the  prin- 
cipal of  or  the  interest  upon  this  bond,  or  for  any  claim 
based  hereon  or  otherwise  in  respect  hereof  or  of  the 
Trust  Indenture,  against  any  incorporator,  stockholder, 
officer  or  director,  past,  present  or  future,  of  the  Railway 
Company,  whether  by  virtue  of  any  constitution,  statute 
or  rule  of  law,  or  by  the  enforcement  of  any  assessment 
or  penalty  or  otherwise,  all  such  liability  being  by  the 
acceptance  hereof  and  as  part  of  the  consideration  for 
the  issue  hereof  expressly  waived,  as  provided  in  the 
Trust  Indenture. 

This  bond  shall  not  be  valid  or  become  obligatory  for 
any  purpose  until  it  shall  have  been  authenticated  by  the 
certificate,  hereon  endorsed,  of  the  Trustee  under  the 
Trust  Indenture. 

In  Witness  Whereof  Central  of  Georgia  Railway 
Company  has  caused  this  bond  to  be  signed  by  its  Presi- 
dent or  one  of  its  Vice-Presidents,  and  its  corporate  seal 
to  be  hereunto  affixed,  and  to  be  attested  by  its  Secretary 
or  an  Assistant  Secretary,  the  day  of  19 


Central  of  Georgia  Railway  Company, 
by 


President. 


Attest: 


Secretary. 


8 


[form  of  trustee's  certificate  on  ale.  bonds.] 

This  bond  is  one  of  the  bonds  described  in  the  within 
mentioned  Trust  Indenture. 


Guaranty  Trust  Company  of  New  York, 

Trustee, 


by 


And  whereas,  by  resolutions  of  its  board  of  directors 
duly  adopted,  the  Railway  Company  has  determined  to 
secure  said  bonds  by  the  deposit  and  pledge  under  this 
Trust  Indenture  with  the  Trustee  of  the  securities  here- 
inafter specified,  and  has  approved  the  form  of  this  in- 
denture; and 

Whereas,  by  resolutions  of  its  board  of  directors 
duly  adopted,  the  Railway  Company  has  further  ordered 
and  directed  that  the  President  or  one  of  the  Vice-Presi- 
dents of  the  Railway  Company  sign  in  its  name  and 
under  its  corporate  seal  to  be  attested  by  its  Secretary 
or  one  of  its  Assistant  Secretaries,  and  acknowledge  and 
deliver  on  its  behalf  to  Guaranty  Trust  Company  of  New 
York,  as  Trustee,  an  indenture  in  the  form  of  this  Trust 
Indenture,  and  that  the  Ten  Year  Six  Per  Cent.  Se- 
cured Gold  Bonds  of  the  Railway  Company  which  are 
hereinafter  sometimes  termed  Gold  Bonds,  be  made, 
authenticated  and  delivered  as  in  this  indenture  pro- 
vided; and 

Whereas  all  things  necessary  to  make  the  Gold  Bonds, 
when  authenticated  by  the  Trustee  and  issued  under  this 


9 


indenture,  the  valid,  binding  and  legal  obligations  of  the 
Railway  Company,  and  to  make  this  indenture  a valid, 
binding  and  legal  agreement  for  the  security  thereof, 
have  been  done  and  performed : 

Now  THEREFORE  THIS  INDENTURE  WITNESSETH  : That  ill 

order  to  secure  the  payment  of  the  Gold  Bonds  at  any 
time  issued  and  outstanding  under  this  indenture,  accord- 
ing to  their  tenor,  purport  and  effect,  as  well  the  interest 
as  the  principal  thereof,  and  to  secure  the  performance 
and  observance  of  all  the  covenants  and  conditions  there- 
in and  herein  contained,  and  to  declare  the  terms  and  con- 
ditions upon  which  the  Gold  Bonds  are  issued  and  secured, 
and  for  and  in  consideration  of  the  premises  and  of  the  ac- 
ceptance or  purchase  of  the  Gold  Bonds  by  the  holders 
thereof,  and  of  the  sum  of  one  hundred  dollars  ($100), 
lawful  money  of  the  United  States  of  America,  to  it  duly 
paid  by  the  Trustee  at  or  before  the  ensealing  and  de- 
livery of  these  presents,  the  receipt  whereof  is  hereby 
acknowledged,  the  Railway  Company  hath  sold,  assigned, 
transferred,  pledged  and  set  over,  and  by  these  presents 
doth  sell,  assign,  transfer,  pledge  and  set  over  unto  the 
Trustee,  its  successors  in  the  trust,  and  its  and  their  as- 
signs, the  following  bonds  hereinafter  sometimes  referred 
to  as  the  “pledged  securities,”  to-wit: 

Eleven  Million  Dollars  ($11,000,000),  principal 
amount,  Central  of  Georgia  Railway  Company  Re- 
funding and  General  Mortgage  Six  Per  Cent. 
Bonds,  Series  A,  due  April  1,  1959,  issued  under 
and  secured  by  the  Refunding  and  General  Mort- 
gage, dated  April  1,  1919,  made  by  Central  of 
Georgia  Railway  Company  to  United  States  Mort- 
gage and  Trust  Company,  as  Trustee. 


10 


To  have  and  to  hold  all  and  singular  said  pledged 
securities  unto  the  Trustee  and  its  successors  in  the  trust, 
and  its  and  their  assigns,  forever ; 

In  trust  nevertheless  for  the  common  and  equal  use, 
benefit  and  security  of  all  and  singular  the  person  or  per- 
sons, firm  or  firms,  body  or  bodies  politic  or  corporate, 
who  shall  from  time  to  time  be  holders  of  any  of  the  Gold 
Bonds  and  the  coupons  thereto  appertaining,  and  without 
preference  of  any  of  the  Gold  Bonds  and  coupons  over 
any  of  the  others  by  reason  of  priority  in  the  time  of 
issue  or  negotiation  thereof,  or  otherwise  howsoever  (ex- 
cept as  provided  in  Section  5 of  Article  Third  hereof), 
subject  to  the  terms,  provisions  and  stipulations  in  the 
Gold  Bonds  contained,  and  for  the  uses  and  purposes 
and  upon  and  subject  to  the  terms,  conditions,  provisos 
and  agreements  hereinafter  expressed  and  declared. 

ARTICLE  FIRST. 

Section  1.  The  coupon  and  registered  bonds  to  be 
issued  under  and  secured  by  this  indenture,  together 
with  the  coupons  appertaining  to  the  coupon  bonds, 
shall  respectively  be  substantially  of  the  tenor  and  pur- 
port above  recited,  and  shall  be  known  as  the  Rail- 
way Company’s  Ten  Year  Six  Per  Cent.  Secured 
Gold  Bonds.  From  all  coupons  maturing  on  and  prior 
to  June  1,  1924,  the  words  “unless  the  bond  herein- 
after mentioned  shall  have  been  called  for  previous  re- 
demption” shall  be  omitted.  The  coupon  bonds  shall  be 
numbered  consecutively  from  1 upward  and  shall  be  of 
the  denomination  of  one  thousand  dollars  each.  The 
registered  bonds  without  coupons  shall  be  of  the  denom- 


11 


inations  of  one  thousand  dollars  and  of  such  multiples  of 
one  thousand  dollars  as  the  board  of  directors  or  execu- 
tive committee  of  the  Railway  Company  shall  from  time 
to  time  authorize. 

The  coupon  bonds  shall  bear  date  June  1,  1919,  and 
the  registered  bonds  without  coupons  shall  bear  date  of 
the  day  of  their  issue,  respectively.  At  the  option  of  the 
Railway  Company,  any  of  such  bonds,  as  herein  provided, 
may  be  executed,  authenticated  and  delivered  originally 
either  as  coupon  bonds  or  registered  bonds. 

Whenever  any  bond  shall  be  issued  hereunder  as  a 
registered  bond  without  coupons  there  shall  be  reserved 
by  the  Railway  Company  unissued  an  aggregate  prin- 
cipal amount  of  such  coupon  bonds  equal  to  the  aggre- 
gate principal  amount  of  the  registered  bonds  so  issued, 
and  an  appropriate  statement  with  respect  to  such  reser- 
vation may  be  endorsed  upon  the  issued  bond. 

Section  2.  The  Gold  Bonds  shall  be  signed  in  the 
name  and  on  behalf  of  the  Railway  Company  by  its  Presi- 
dent or  one  of  its  Vice-Presidents,  and  its  corporate  seal 
shall  be  thereunto  affixed  and  attested  by  its  Secretary 
or  one  of  its  Assistant  Secretaries.  The  Gold  Bonds  so 
signed,  sealed  and  attested  shall  then  be  delivered  to  the 
Trustee  for  authentication  by  it,  and  shall  be  authenti- 
cated by  the  Trustee  and  without  further  action  be  re- 
delivered to  the  Railway  Company,  or  upon  its  written 
order  signed  by  its  President  or  one  of  its  Vice-Presi- 
dents, and  by  its  Secretary  or  an  Assistant  Secretary  un- 
der its  corporate  seal,  at  any  time  after  the  execution  and 
delivery  hereof,  and  upon  delivery  to  the  Trustee  on  the 
trusts  hereof  of  all  the  pledged  securities  described  in 
the  Pledging  Clause  of  this  indenture.  The  pledged 
securities  shall  be  so  delivered  in  bearer  or  registered 
form,  and,  if  in  registered  form,  accompanied  by  proper 


12 


instruments  of  assignment  and  transfer  in  blank,  and 
carrying  all  unmatured  coupons  and  claims  for  interest 
appertaining  thereto.  They  may  be  in  either  temporary 
or  definitive  form  and  shall  be  accompanied  by  the  cer- 
tificate of  the  General  Counsel  of  the  Railway  Company 
specifying  each  Public  Service  Commission  or  other  gov- 
ernmental authority  the  consent  or  approval  of  which  to 
the  valid  pledge  thereof  under  this  indenture  and  on  the 
terms  hereof  is  required  to  be  obtained  by  any  law  of 
the  United  States  or  of  any  State  therein,  and  certifying 
that  such  consent  or  approval  of  every  such  commission 
or  governmental  authority  has  been  obtained,  that  said 
pledged  securities  forming  the  subject  of  such  certificate 
have  been  validly  issued  under  the  mortgage  and  deed 
of  trust  securing  them,  that  by  such  delivery  such  pledged 
securities  are  validly  pledged  under  this  indenture  on  the 
terms  hereof,  and  that  the  Railway  Company  in  respect 
of  the  pledged  securities  forming  the  subject  of  such 
certificate  has  fully  complied  with  the  covenants  on  its 
part  set  out  in  Section  4 of  Article  Third  hereof.  Such 
certificate  of  said  General  Counsel  shall  be  full  protec- 
tion to  the  Trustee  in  receiving  the  pledged  securities  and 
in  certifying  and  delivering  Gold  Bonds  hereunder. 

Section  3.  In  case  any  of  the  officers  who  shall  have 
signed  or  sealed  any  of  the  Gold  Bonds  shall  cease  to  be 
such  officers  of  the  Railway  Company  before  the  bonds  so 
signed  and  sealed  shall  have  been  actually  authenticated 
by  the  Trustee,  or  delivered  or  sold  or  otherwise  issued, 
such  bonds,  nevertheless,  may  be  adopted  by  the  Railway 
Company,  and  upon  the  written  request  of  the  Railway 
Company  shall  be  authenticated  and  delivered,  and  may 
be  sold  by  the  Railway  Company  as  though  the  persons 
who  signed  or  sealed  such  bonds  had  not  ceased  to  be 
officers  of  the  Railway  Company. 


Section  4.  The  coupons  to  be  attached  to  coupon 
bonds  shall  be  authenticated  by  the  fac-simile  signature 
of  Chas.  F.  Groves,  the  present  Treasurer  of  the  Railway 
Company,  and  the  Railway  Company  may  adopt  and 
use  for  that  purpose  the  signature  of  the  said  Chas.  F. 
Groves,  nothwithstanding  the  fact  that  he  shall  have 
ceased  to  be  such  Treasurer  at  the  time  when  any  such 
bonds  shall  be  actually  authenticated  and  delivered  or 
sold  or  otherwise  issued.  The  first  coupon  shall  be  pay- 
able December  1,  1919,  and  shall  represent  interest  to 
that  date  from  June  1,  1919.  Each  registered  bond  shall 
bear  interest  from  June  1 or  December  1,  as  the  case  may 
be,  next  preceding  its  date,  unless  such  bond  be  dated 
June  1 or  December  1,  and  in  that  event  from  its  date. 

Section  5.  Only  such  Gold  Bonds  as  shall  bear  there- 
on endorsed  the  Trustee’s  certificate,  in  the  form  or  sub- 
stantially the  form  hereinbefore  recited,  signed  by  the 
Trustee,  shall  be  entitled  to  any  right  or  benefit  here- 
under, or  be  valid  or  obligatory  for  any  purpose;  and 
such  certificate  of  the  Trustee  upon  any  such  bond  exe- 
cuted on  behalf  of  the  Railway  Company  shall  be  conclu- 
sive evidence  that  the  bond  so  authenticated  has  been  duly 
executed,  authenticated  and  delivered  hereunder,  and  that 
the  holder  or  registered  owner  thereof  is  entitled  to  the 
benefit  of  this  indenture.  Before  authenticating  or  deliv- 
ering any  coupon  bond  all  coupons  appertaining  thereto, 
then  matured,  shall  be  cut  off  and  cancelled,  and  such  can- 
celled coupons  shall  on  the  written  demand  of  the  Rail- 
way Company  forthwith  be  delivered  by  the  Trustee  to 
the  Railway  Company. 


14 


Section  6.  The  aggregate  principal  amount  of  all 
the  Gold  Bonds  which  may  be  issued  and  outstanding  un- 
der this  indenture  shall  never  at  any  one  time  exceed  the 
sum  of  Eight  Million  Dollars  ($8,000,000). 

ARTICLE  SECOND. 

Section  1.  The  Railway  Company  shall  keep  at  an 
office  or  agency  to  be  maintained  by  it  in  the  Borough  of 
Manhattan,  in  the  City  and  State  of  New  York,  or  cause 
to  be  kept  at  some  bank  or  trust  company  in  said  borough, 
books  for  the  registration  and  transfer  of  the  Gold  Bonds, 
which  at  all  reasonable  times  shall  be  open  for  inspection 
by  the  Trustee ; and  upon  presentation  for  such  purpose 
the  Railway  Company  will  register  or  cause  to  be  regis- 
tered therein  as  hereinafter  provided,  and  under  such 
reasonable  regulations  as  it  may  prescribe,  any  of  the 
Gold  Bonds. 

Section  2.  The  holder  of  any  coupon  Gold  Bond  may 
have  the  ownership  thereof  as  to  principal  registered  on 
said  books  of  the  Railway  Company  at  its  said  office  or 
agency,  and  such  registration  noted  on  the  bond  by  or  on 
behalf  of  the  Railway  Company.  After  such  registra- 
tion as  to  principal  no  transfer  shall  be  valid  unless  made 
on  the  Railway  Company’s  books  by  the  registered  owner 
in  person  or  by  his  duly  authorized  attorney,  and  simi- 
larly noted  on  the  bond ; but  the  same  may  be  discharged 
from  registration  by  being  in  like  manner  transferred 
to  bearer,  and  thereupon  transferability  by  delivery  shall 
be  restored;  but  such  bond  may  again  from  time  to  time 
be  registered  or  transferred  to  bearer  as  before.  Such 
registration,  however,  shall  not  affect  the  negotiability 


15 


of  the  appurtenant  coupons,  but  every  such  coupon  shall 
continue  to  be  transferable  by  delivery  merely  and  shall 
remain  payable  to  bearer. 

Section  3.  The  holder  of  any  coupon  Gold  Bond  or 
Bonds,  at  his  option,  may,  at  any  time,  surrender  the 
same  for  cancellation  with  all  unmatured  coupons  there- 
to appertaining  and  receive  in  exchange  therefor  a like 
amount  of  the  principal  thereof  in  registered  Gold  Bonds 
without  coupons,  as  hereinafter  provided ; and  the  regis- 
tered owner  of  any  registered  Gold  Bond  or  Bonds  with- 
out coupons,  at  his  option,  may  at  any  time  surrender  the 
same  for  cancellation  and  receive  in  exchange  therefor  a 
like  amount  of  the  principal  thereof  in  coupon  bonds  as 
hereinafter  provided.  Registered  bonds  shall  be  trans- 
ferable by  the  registered  owner  thereof,  in  person  or  by 
his  duly  authorized  attorney,  at  said  office  or  agency  of 
the  Railway  Company;  and  upon  surrender  and  cancella- 
tion thereof,  new  registered  bonds  without  coupons  shall 
be  issued  to  the  transferee  in  exchange  therefor,  as  here- 
inafter provided. 

Section  4.  Whenever  any  coupon  Gold  Bond  or 
Bonds,  together  with  all  unmatured  coupons  thereto  ap- 
pertaining, shall  be  surrendered  for  exchange  for  regis- 
tered bonds,  the  Railway  Company  shall  issue,  and  the 
Trustee  shall  authenticate  and  deliver,  in  exchange  for 
such  coupon  bond  or  bonds,  a like  amount  of  the  princi- 
pal thereof  in  registered  Gold  Bonds  without  coupons, 
which  shall  have  endorsed  thereon  the  serial  number  or 
numbers  borne  by  the  coupon  bond  or  bonds  so  surren- 
dered for  exchange.  Whenever  any  registered  Gold  Bond 
without  coupons  shall  be  surrendered  for  exchange  for  a 


16 


coupon  bond  or  bonds,  the  Railway  Company  shall  issue 
and  the  Trustee  shall  authenticate  and  deliver,  in  ex- 
change for  such  registered  bonds,  a like  amount  of  the 
principal  thereof  in  coupon  Gold  Bonds,  each  bearing  one 
of  the  serial  numbers  respectively  endorsed  upon  the  reg- 
istered bond  so  surrendered,  and  with  coupons  for  inter- 
est thereto  attached,  maturing  on  and  after  the  next  ensu- 
ing interest  due  date  on  such  surrendered  registered  bond. 
Whenever  any  registered  Gold  Bond  shall  be  surrendered 
for  transfer,  the  Railway  Company  shall  issue  and  the 
Trustee  shall  authenticate  and  deliver,  in  exchange  for 
such  registered  bond,  a like  amount  of  the  principal  there- 
of in  new  registered  Gold  Bonds,  which  shall  have  en- 
dorsed thereon  the  same  serial  number  or  numbers  of 
coupon  bonds  which  were  endorsed  upon  the  registered 
bonds  so  surrendered.  In  every  case  of  any  such  ex- 
change or  transfer  the  Trustee  forthwith  shall  cancel  the 
surrendered  bond,  and,  if  a coupon  bond,  the  coupons  apT 
pertaining  thereto,  and  on  its  written  demand  shall  de- 
liver the  same  to  the  Railway  Company. 

Section  5.  For  any  exchange  of  coupon  bonds  for 
registered  bonds,  or  of  registered  bonds  for  coupon  bonds, 
and  for  any  transfer  of  registered  bonds,  the  Railway 
Company,  at  its  option,  may  require  the  payment  of  a 
sum  sufficient  to  reimburse  it  for  any  stamp  tax  or  other 
governmental  charge  connected  therewith,  and  also  the 
further  sum  of  one  dollar  for  each  new  bond  issued  upon 
such  transfer  or  exchange. 

Section  6.  In  case  any  coupon  bond  issued  under  this 
indenture  or  the  coupons  thereto  appertaining,  or  any 
registered  bond  without  coupons,  shall  become  mutilated 
or  defaced  or  be  lost  or  destroyed,  then  on  the  terms 


17 


herein  set  forth,  and  not  otherwise,  the  Railway  Company 
shall  issue,  and  thereupon  the  Trustee  shall  authenticate 
and  deliver,  a new  bond  of  like  tenor  and  date,  bearing 
in  the  case  of  a coupon  bond  the  same  serial  number  as 
the  one  mutilated,  defaced,  lost  or  destroyed,  and,  in 
the  case  of  a registered  bond  without  coupons,  having 
endorsed  thereon  the  same  serial  number  or  numbers  of 
coupon  bonds  as  were  endorsed  upon  the  registered  bond 
so  mutilated,  defaced,  lost  or  destroyed,  in  exchange  and 
substitution  for,  and  upon  cancellation  of,  the  mutilated 
or  defaced  coupon  bond  and  coupons,  or  registered  bond 
without  coupons,  or  in  lieu  of  and  substitution  for  the 
same  if  lost  or  destroyed.  The  applicant  for  a substi- 
tuted coupon  bond  and  coupons  or  registered  bond  with- 
out coupons  shall  furnish  to  the  Railway  Company  and 
the  Trustee  satisfactory  and  sufficient  evidence  of  the 
loss  or  destruction  of  such  coupon  bond  and  coupons  or 
registered  bond  without  coupons  alleged  to  have  been 
lost  or  destroyed,  and  of  the  ownership  and  authenticity 
of  such  mutilated,  defaced,  lost  or  destroyed  bond,  and 
also  indemnity  in  a sum  sufficient  to  cover  all  possible 
risk,  however  remote,  having  as  surety  thereon  a quali- 
fied surety  company  of  high  standing,  and  conditioned 
against  all  possible  loss,  damage,  liability  or  expense; 
and  shall  pay  all  expenses  and  charges  of  such  substitu- 
tion or  exchange.  All  bonds  issued  under  and  secured 
by  this  Indenture  are  held  and  owned  upon  the  express 
condition  that  the  provisions  of  this  Section  6 are  ex- 
haustive and  shall  exclude  all  other  rights  and  remedies, 
any  law  or  statute  now  existing  or  hereafter  enacted  t 
the  contrary  notwithstanding. 


18 


Section  7.  Until  the  definitive  Gold  Bonds  shall  be 
prepared,  the  Railway  Company  may  sign  and  seal,  and 
upon  the  request  of  the  Railway  Company  the  Trustee 
shall  authenticate  and  deliver,  in  lieu  of  such  definitive 
bonds  and  subject  to  the  same  provisions,  limitations  and 
conditions,  temporary  printed  bonds  with  or  without  cou- 
pons, of  the  denomination  of  $1,000  or  any  multiple  of 
$1,000,  substantially  of  the  tenor  of  the  definitive  bonds 
hereinabove  recited  with  appropriate  omissions,  inser- 
tions and  variations  as  may  be  required.  Upon  surrender 
of  any  such  temporary  bond  for  exchange,  the  Railway 
Company,  at  its  own  expense  and  without  making  any 
charge  therefor,  will  sign  and  seal,  and  upon  cancellation 
of  such  surrendered  bond  the  Trustee  shall  authenticate, 
and  shall  deliver  in  exchange  therefor,  definitive  coupon 
bonds  or  registered  bonds  without  coupons  for  the  same 
aggregate  principal  sum  as  the  temporary  bonds  surren- 
dered, and  otherwise  in  accordance  with  such  temporary 
bonds.  Until  so  exchanged  the  temporary  bonds  shall  in 
all  respects  be  entitled  to  the  same  lien  and  security  of 
this  indenture  as  the  definitive  bonds;  and  interest  when 
and  as  payable  shall  be  paid  and  endorsed  thereon,  if  such 
temporary  bonds  shall  have  been  delivered  without  cou- 
pons, or,  if  such  temporary  bonds  shall  have  been  de- 
livered with  coupons,  shall  be  paid  on  presentation  and 
surrender  of  such  coupons  as  they  mature. 


ARTICLE  THIRD. 

Section  1.  The  Railway  Company  covenants  and 
agrees  that  duly  and  punctually  it  will  pay,  or  cause  to 
be  paid,  to  the  holder  or  registered  owner  of  every  of  the 
Gold  Bonds,  the  principal  and  interest  accruing  there- 


on,  all  in  gold  coin  of  the  United  States  of  America  of, 
or  equal  to,  the  standard  of  weight  and  fineness,  as  it 
existed  on  June  1,  1919,  at  the  dates  and  place  and 
in  the  manner  mentioned  in  the  Gold  Bonds  or  in 
the  coupons  appertaining  to  coupon  bonds,  according  to 
the  true  intent  and  meaning  thereof,  and  that  said  prin- 
cipal and  interest  shall  be  paid  without  deduction  for  any 
tax,  assessment  or  governmental  charge  (other  than  in- 
come taxes  exceeding  in  the  aggregate  two  per  centum 
per  annum)  which  the  Bailway  Company  or  the  Trus- 
tee may  be  required  to  pay,  or  to  retain  therefrom,  under 
any  present  or  future  law  of  the  United  States  of 
America,  or  of  any  state,  county,  municipality,  or  other 
taxing  authority  therein.  In  the  event  that  the  Railway 
Company,  or  the  Trustee,  shall  be  required  so  to  pay  or 
to  retain  for  income  taxes  a sum  or  sums  in  excess  in  the 
aggregate  of  two  per  centum  of  the  amount  of  interest 
payable  in  any  year  in  respect  of  any  Gold  Bond  or  Gold 
Bonds,  the  Railway  Company,  under  the  foregoing  cove- 
nant, shall  make  payment  of  such  interest  as  aforesaid 
without  deduction  first  for  any  such  income  tax  or  taxes 
imposed  by  any  present  or  future  law  or  laws  of  the 
United  States  up  to  but  not  exceeding,  in  the  aggregate, 
two  per  centum  of  such  interest  payment,  and  second  for 
any  such  other  income  tax  or  taxes  up  to  but  not  exceed- 
ing the  amount,  if  any,  by  which  two  per  centum  of  such 
interest  payment  exceeds  the  aggregate  amount  of  such 
United  States  income  tax  or  taxes.  So  long  as  the  Rail- 
way Company  or  the  Trustee  shall  be  required  under  any 
present  or  future  law  of  the  United  States  to  pay  or  to 
retain  for  income  taxes  a sum  or  sums  not  less  than  two 
per  centum  of  the  amount  of  interest  payable  in  any  year 
in  respect  of  any  Gold  Bond  or  Gold  Bonds,  the  foregoing 
covenant  shall  apply  to,  and  shall  be  deemed  to  apply 
to,  only  such  law  of  the  United  States. 


20 


The  interest  on  coupon  Gold  Bonds  shall  be  payable 
only  upon  presentation  and  surrender  of  the  several 
coupons  annexed  thereto  as  such  coupons  respectively 
mature ; and  when  and  as  paid  all  coupons  shall  forthwith 
be  cancelled  by  the  Bailway  Company.  The  interest  on 
registered  Gold  Bonds  without  coupons  shall  be  payable 
only  to  the  registered  owners  thereof. 

Section  2.  The  Bailway  Company  covenants  and 
agrees  that  it  will  at  all  times,  until  the  payment  of  the 
principal  of  the  Gold  Bonds,  either  keep  an  agency  in  the 
Borough  of  Manhattan,  in  the  City  and  State  of  New 
York,  where  bonds  and  coupons  may  be  presented  for 
payment  and  where  notices  and  demands  in  respect  of 
the  Gold  Bonds  and  coupons  may  be  served,  or  designate, 
by  written  notice  to  the  Trustee  and  by  advertisement, 
a bank  or  trust  company  in  said  borough  for  such  pur- 
poses. In  default  of  any  such  agency  or  any  such  desig- 
nation, presentation  and  demand  may  be  made  and  notices 
served  at  the  office  of  the  Trustee,  but  the  Trustee  shall 
be  under  no  duty  in  respect  thereto. 

Section  3.  The  Bailway  Company  covenants  and 
agrees  that  it  will,  at  all  times  until  the  payment  of  the 
principal  of  every  of  the  Gold  Bonds,  continue,  main- 
tain, extend  and  renew  its  corporate  existence. 

Section  4.  The  Bailway  Company  covenants  and 
agrees  that  it  has  duly  complied  with  the  requirements 
of  all  laws  in  that  behalf,  whether  of  the  United  States  of 
America,  of  the  State  of  Georgia  or  otherwise,  in  order 
to  authorize  the  Bailway  Company,  and  that  the  Bail- 
way Company  is  duly  authorized,  to  execute  this  inden- 
ture and  to  issue  and  sell  the  Gold  Bonds ; that  the  Bail- 


21 


way  Company  has  been  duly  authorized  under  the  laws 
of  the  United  States,  of  the  State  of  Georgia  and  of 
every  other  State  to  which  its  action  in  making  such 
pledge  is  or  may  be  subject,  to  pledge,  transfer  and  de- 
liver under  this  indenture  the  pledged  securities;  and 
that  all  pledged  securities  pledged  and  delivered  under 
this  indenture  shall  have  been  duly  issued  under  and 
in  pursuance  of  the  mortgage  or  deed  of  trust  by  which 
they  purport  to  be  secured,  and  shall  be  entitled  to  the 
security  of  such  mortgage  and  deed  of  trust,  and  shall 
be  valid  and  enforcible  obligations  of  the  Railway  Com- 
pany in  the  full  amount  thereof,  and  be  free  from  any 
lien  or  charge  of  any  character  other  than  the  lien  of 
this  indenture. 

Section  5.  The  Railway  Company  covenants  and 
agrees  that  it  will  not,  directly  or  indirectly,  extend  or 
assent  to  the  extension  of  the  time  for  payment  of  any 
coupons  upon  any  of  the  Gold  Bonds,  and  that  it  will 
not,  directly  or  indirectly,  be  a party  to  any  arrange- 
ment therefor  by  purchasing  or  funding  said  coupons  or 
in  any  other  manner.  In  case  the  payment  of  any  such 
coupons  shall  be  so  extended,  whether  or  not  by  or  with 
the  consent  of  the  Railway  Company,  such  coupons  so 
extended  shall  not  be  entitled  in  case  of  default  here- 
under to  the  benefit  or  security  of  this  indenture,  except 
subject  to  the  prior  payment  in  full  of  the  principal 
of  all  the  Gold  Bonds,  and  of  all  coupons  the  payment 
of  which  has  not  been  so  extended;  the  intention  of  this 
covenant  being  to  prevent  any  accumulation  after  ma- 
turity of  coupons  or  of  claims  for  interest. 

Section  6.  The  Railway  Company  covenants  and 
agrees  that  it  will  from  time  to  time  duly  pay  and  dis- 


22 


charge  all  taxes,  assessments  and  other  governmental 
charges  lawfully  imposed  upon  the  pledged  securities  or 
upon  any  part  thereof,  the  lien  of  which  might  or  could  be 
held  to  be  prior  or  superior  to  the  lien  of  this  indenture, 
so  that  the  priority  of  the  lien  of  this  indenture  shall  be 
fully  preserved  in  respect  of  the  pledged  securities ; and 
that  it  will  also  pay  and  discharge  all  taxes,  assessments 
and  other  governmental  charges  lawfully  imposed  upon 
the  estate  of  the  Trustee  or  upon  the  interest  of  the  holder 
of  any  of  the  Gold  Bonds  or  coupons  in  the. pledged  secur- 
ities ; provided,  however,  that  the  Railway  Company  shall 
not  be  required  to  pay  any  such  taxes,  assessments  or 
other  governmental  charges  so  long  as  it  shall  in  good 
faith  and  by  appropriate  legal  proceedings  contest  the 
validity  thereof. 

Section  7.  The  Railway  Company  covenants  and 
agrees  that  this  indenture  is  and  always  shall  be  kept 
a first  and  prior  lien  upon  the  pledged  securities  and  that 
it  will  not  create,  or  suffer  to  be  created,  or  to  accrue, 
or  to  exist,  any  lien  or  charge  having  priority  to  or 
preference  over  the  lien  of  this  indenture  upon  any 
pledged  securities  at  any  time  held  by  the  Trustee,  or 
any  part  thereof,  or  upon  the  income  thereof. 

Section  8.  The  Railway  Company  covenants  and 
agrees  that  it  will  not  at  any  time  insist  upon  or  plead 
or  in  any  manner  whatever  claim  or  take  the  benefit  or 
advantage  of  any  stay  or  extension  law  now  or  at  any 
time  hereafter  in  force,  nor  will  it  claim,  take,  or  insist 
upon  any  benefit  or  advantage  from  any  law  now  or  here- 
after in  force  providing  for  the  valuation  or  appraise- 
ment of  the  pledged  securities,  prior  to  any  sale  or  sales 


23 


thereof  to  be  made  pursuant  to  any  provision  herein  con- 
tained, or  to  the  decree  of  any  court  of  competent  juris- 
diction; nor  will  it  after  any  such  sale  or  sales  claim 
or  exercise  any  right  under  any  statute  to  redeem  the 
pledged  securities,  or  any  part  thereof,  or  obstruct  or 
impede  the  accepted  purchaser  from  taking  possession  of 
the  same ; and  it  hereby  expressly  waives  all  benefit  or  ad- 
vantage of  any  such  law  or  laws,  and  covenants  that  it 
will  not  hinder,  delay,  or  impede  the  execution  of  any 
power  herein  granted  and  delegated  to  the  Trustee,  but 
will  suffer  and  permit  the  execution  of  every  such  power 
as  though  no  such  law  or  laws  had  been  made  and 
enacted. 

Section  9.  The  Railway  Company  covenants  and 
agrees  that  it  will  do,  execute,  acknowledge  and  deliver, 
or  cause  or  procure  to  be  done,  executed,  acknowledged 
and  delivered,  all  and  every  such  further  acts,  deeds, 
transfers  and  assurances  for  the  better  transferring,  con- 
veying, assuring  and  confirming  unto  the  Trustee  all  and 
singular  the  pledged  securities,  as  the  Trustee  or  the 
holders  of  a majority  in  principal  amount  of  the  Gold 
Bonds  at  the  time  outstanding  shall  reasonably  require 
for  better  accomplishing  the  provisions  and  purposes  of 
this  indenture,  and  for  better  securing  the  payment  of 
the  principal  and  interest  of  the  Gold  Bonds. 

Section  10.  The  Railway  Company  covenants  and 
agrees  that  it  will  not  obtain  the  authentication  and 
delivery  of  any  of  the  Gold  Bonds  in  any  manner  other- 
wise than  in  accordance  with  the  provisions  of  this  in- 
denture and  the  agreements  in  that  behalf  herein  con- 
tained, and  the  requirements  of  law  and  due  authorization 
by  law;  nor  will  it  negotiate,  sell,  pledge  or  dispose  of  any 
of  the  Gold  Bonds  save  in  accordance  with  the  require- 
ments of  law  and  after  due  authorization  by  law. 


24 


ARTICLE  FOURTH. 

Section  1.  The  Trustee  is  authorized  in  its  discretion 
to  require  and  effect  the  delivery  to  it  of  definitive 
bonds  in  exchange  for  temporary  bonds  which  the  Trus- 
tee may  receive  under  the  provisions  of  this  indenture, 
and  to  register  in  its  name  as  Trustee  any  and  all 
coupon  bonds  which  the  Trustee  shall  receive  or  may  hold 
under  any  of  the  provisions  of  this  indenture,  or  to 
cause  the  same  to  be  exchanged  for  registered  bonds  with- 
out coupons  of  any  denomination;  and  the  Trustee  may 
cause  to  be  transferred  into  its  name  as  Trustee  all 
registered  bonds  which  the  Trustee  may  hold  under  the 
trusts  hereof,  and  may  cause  any  registered  bonds  which 
it  may  hold  to  be  exchanged  for  coupon  bonds. 

Section  2.  Unless  the  Railway  Company  shall  be 
in  default  in  the  payment  of  the  interest  on  some  one 
or  more  of  the  Gold  Bonds,  or  unless  some  one  or  more 
of  the  events  of  default  specified  in  subdivisions  (b) , (c), 
(d),  (e)  and  (f)  of  Section  2 of  Article  Sixth  shall  have 
happened  and  shall  be  continuing,  the  Trustee  shall  not 
be  entitled  to  collect  or  to  receive  the  interest  matur- 
ing on  the  pledged  securities;  and  the  Trustee  shall,  as 
they  mature,  cut  off  and  cancel  the  coupons  on  any  of 
such  pledged  securities  in  coupon  form  and  deliver  such 
coupons  so  cancelled  to  the  Railway  Company. 

Section  3.  The  Trustee,  with  the  consent  of  the  Rail- 
way Company,  may  at  any  time  take  such  steps  as  in  its 
discretion  it  shall  deem  necessary  to  protect  the  interests 
of  the  holders  of  the  Gold  Bonds  in  respect  of  any  of  the 
pledged  securities.  In  case  the  Railway  Company  shall 


25 


be  in  default  in  the  payment  of  the  interest  on  some  one 
or  more  of  the  Gold  Bonds,  or  in  case  any  one  or  more  of 
the  events  of  default  specified  in  subdivisions  (b),  (c), 
(d),  (e)  and  (f)  of  Section  2 of  Article  Sixth  shall  have 
happened  and  shall  be  continuing,  the  Trustee  shall  be 
entitled  to  take  such  steps  in  its  uncontrolled  discretion 
without  the  consent  of  the  Railway  Company. 

ARTICLE  FIFTH. 

Section  1.  All  of  the  Gold  Bonds,  but  not  a part 
thereof,  may  be  paid  off  and  redeemed,  at  the  option  of 
the  Railway  Company,  on  June  1,  1924,  or  on  any  half 
yearly  interest  day  thereafter,  upon  payment  of  the  prin- 
cipal amount  thereof  and  accrued  interest,  together  with 
a premium  of  one  half  of  one  per  cent  of  the  principal 
amount  thereof  for  each  six  months  between  the  redemp- 
tion date  and  June  1,  1929,  provided  that  notice  of  such 
election  of  the  Railway  Company  shall  have  been  given 
by  publication  once  a week  for  eight  successive  weeks,  in 
a daily  newspaper  of  general  circulation  in  the  Borough 
of  Manhattan  in  the  City  and  State  of  New  York,  the  first 
publication  to  be  not  less  than  sixty  days  nor  more  than 
eighty  days  prior  to  the  designated  redemption  date  on 
which  such  payment  and  redemption  are  to  be  made, 
stating  such  election  on  the  part  of  the  Railway  Com- 
pany, and  that  interest  on  the  Gold  Bonds  will  cease  on 
the  designated  redemption  date,  and  requiring  that  the 
Gold  Bonds  shall  be  then  presented  for  redemption  and 
payment.  A similar  notice  shall  be  sent  by  the  Rail- 
way Company  through  the  mail,  postage  prepaid,  at 
least  sixty  days  prior  to  such  redemption  date,  to  holders 


26 


of  registered  bonds  without  coupons  and  to  registered 
holders  of  coupon  bonds  whose  addresses  shall  then  ap- 
pear on  the  transfer  register.  Notice  having  been  so 
given  by  publication,  the  Gold  Bonds  shall  on  the  day 
designated  in  such  notice  become  due  and  payable  at  the 
rate  hereinbefore  mentioned,  with  the  accrued  interest 
thereon  to  the  date  of  redemption  so  designated;  and 
from  and  after  the  date  of  redemption  so  designated  (un- 
less the  Bailway  Company  shall  make  default  in  payment 
of  the  redemption  price)  interest  on  the  Gold  Bonds  shall 
cease,  and  on  presentation  in  accordance  with  said  notice, 
at  the  place  where  the  same  may  be  expressed  to  be  pay- 
able, of  the  Gold  Bonds,  with  all  coupons  maturing  on  and 
after  such  redemption  date,  they  shall  be  paid  by  the  Rail- 
way Company  at  the  rate  aforesaid,  with  accrued  interest 
to  such  redemption  date.  All  Gold  Bonds  redeemed  and 
paid  shall  be  cancelled  forthwith.  If  not  so  paid  upon 
presentation  thereof  said  Gold  Bonds  shall  continue  to 
bear  interest  at  the  rate  expressed  therein  until  payment. 

Section  2.  On  the  deposit  with  the  Trustee  of  the 
amount  necessary,  at  the  rate  hereinbefore  mentioned, 
to  redeem  all  outstanding  Gold  Bonds,  together  with 
proof  that  notice  of  redemption  on  June  1,  1924,  or 
some  interest  day  thereafter  has  been  given  in  ac- 
cordance with  Section  1 of  this  Article  Fifth,  and  on 
payment  to  the  Trustee  of  all  costs,  charges  and  expenses 
in  relation  thereto  or  otherwise  payable  to  the  Trustee, 
the  Trustee  shall  cancel  and  satisfy  this  indenture  and 
assign  or  cause  to  be  assigned  and  shall  deliver  to  the 
Railway  Company  the  pledged  securities.  The  Trustee 
shall  apply  the  moneys  so  deposited  with  it  to  the  pay- 


27 


ment  of  the  Gold  Bonds  at  the  rate  aforesaid,  with  ac- 
crued interest  to  the  day  designated  for  redemption.  The 
Trustee  shall  cancel  all  Gold  Bonds  so  paid  by  it  and  the 
appurtenant  coupons  and  shall  deliver  the  same  so  can- 
celled to  the  Railway  Company. 

ARTICLE  SIXTH. 

Section  1.  In  case  default  shall  be  made  in  the  pay- 
ment of  any  instalment  of  interest  on  any  of  the  Gold 
Bonds,  or  in  case  any  one  or  more  of  the  events  of  de- 
fault specified  in  subdivisions  (b),  (c),  (d),  (e)  and  (f) 
of  Section  2 of  this  Article  Sixth  shall  have  happened 
and  shall  be  continuing,  then,  and  during  the  continuance 
of  any  such  default,  all  interest  upon  the  pledged  securi- 
ties shall  be  collected  and  received  by  the  Trustee,  and 
shall  be  held  and  applied  as  follows : 

1.  To  pay  any  sum  which  at  the  time  may  be 
due  to  the  Trustee  for  compensation  and  expenses 
in  the  administration  of  the  trusts  hereby  created ; 

2.  Subject  to  the  provisions  of  Section  5 of  Ar- 
ticle Third  hereof,  to  pay  any  interest  which  shall 
be  due  and  payable  on  the  Gold  Bonds,  with  in- 
terest on  overdue  instalments  of  interest  at  the 
rate  of  six  per  cent,  per  annum,  to  holders  of  the 
coupons  for  such  interest  upon  their  surrender 
and  cancellation,  or  to  the  registered  holders 
of  registered  bonds  without  coupons.  In  case 
the  amount  so  received  or  collected  by  the  Trustee 
shall  not  be  sufficient  to  pay  in  full  the  whole  of 
said  interest  for  the  time  being  due  and  unpaid,  the 
Trustee  shall  apply  the  same  to  the  payment  of 
such  interest  in  the  order  in  which  the  said  inter- 


28 


est  shall  have  become  due,  ratably  and  without  dis- 
crimination, among  the  holders  of  the  Gold  Bonds 
and  coupons  entitled  thereto ; 

3.  To  pay  to  the  Bailway  Company,  for  its 
own  use  and  benefit,  any  balance  remaining  after 
making  the  foregoing  payments;  provided,  how- 
ever, that  if  the  Railway  Company  be  at  the  time 
in  default  in  the  payment  of  the  principal  of  any 
of  the  Gold  Bonds,  any  such  balance  shall  be 
held  and  disposed  of  in  the  same  manner  as  the 
proceeds  of  the  sale  in  enforcement  of  this  in- 
denture of  the  pledged  securities  as  hereinafter 
provided. 

Section  2.  If  one  or  more  of  the  following  events, 
herein  called  the  events  of  default,  shall  happen,  that  is 
to  say: 

(a)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest  on  any  of  the  Gold 
Bonds  when  and  as  the  same  shall  become  due 
and  payable,  as  therein  and  herein  expressed,  and 
such  default  shall  continue  for  thirty  days; 

(b)  default  shall  be  made  in  the  payment  of 
the  principal  of  any  of  the  Gold  Bonds  when  and 
as  the  same  shall  become  due  and  payable,  whether 
at  maturity  or  by  declaration  or  otherwise; 

(c)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest  as  the  same  shall  ma- 
ture or  become  payable  on  any  of  the  bonds  issued 
under  or  purporting  to  be  secured  by  the  Railway 
Company’s  Refunding  and  General  Mortgage, 
mentioned  in  the  Pledging  Clause  and  securing  the 
pledged  securities,  and  such  default  shall  continue 


29 


for  thirty  days,  or  in  the  principal  of  any  of  such 
bonds,  when  the  same  shall  become  payable, 
whether  at  maturity  or  by  declaration  or  other- 
wise, or  default  shall  be  made  in  the  pay- 
ment of  any  instalment  of  interest  on,  or  of  the 
principal  of,  any  bond  or  obligation  secured  by 
mortgage  or  deed  of  trust  or  lien  on  the  prop- 
erty or  any  part  thereof  embraced  in  said 
mortgage  in  priority  to  the  lien  of  said  Refunding 
and  General  Mortgage,  and  such  default  in  the 
payment  of  interest  shall  continue  for  thirty  days ; 

( d ) default  shall  be  made  in  the  observance  or 
performance  of  any  other  of  the  covenants,  con- 
ditions and  agreements  on  the  part  of  the  Railway 
Company  in  the  Gold  Bonds  or  in  this  indenture 
contained,  and  such  default  shall  continue  for 
thirty  days  after  written  notice  thereof  to  the 
Railway  Company  from  the  Trustee,  which  shall 
give  such  notice  at  the  written  request  of  the 
holders  of  ten  per  cent,  in  principal  amount  of 
the  Gold  Bonds  at  the  time  outstanding; 

(e)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest,  when  the  same  shall 
become  payable,  on  any  bonds  of,  or  guaranteed 
or  purporting  to  be  guaranteed  by,  or  secured  or 
purporting  to  be  secured  by  mortgage  or  other 
lien  upon  any  substantial  part  of  the  railroads 
owned  by,  the  Railway  Company,  and  such  de- 
fault shall  continue  for  thirty  days,  or,  in  case 
of  guaranteed  bonds,  for  thirty  days  after  writ- 
ten notice  of  such  default  to  the  Railway  Com- 
pany from  the  Trustee,  which  shall  give  such 
notice  at  the  written  request  of  the  holders  of  ten 
per  cent,  in  principal  amount  of  the  Gold  Bonds 
at  the  time  outstanding;  or  default  shall  be  made 


30 


• in  the  payment  of  the  principal  of  any  such  bonds 
when  the  same  shall  become  payable,  whether  at 
maturity  or  by  declaration  or  otherwise; 

(/)  a receiver  or  receivers  shall  be  appointed 
of  the  Railway  Company  or  of  any  substantial 
part  of  the  railroads  owned  by  it; 

then  and  in  each  and  every  such  case  during  the  continu- 
ance of  such  event  of  default,  the  Trustee  may,  and  upon 
the  written  request  of  the  holders  of  twenty-five  per  cen- 
tum in  amount  of  the  Gold  Bonds  then  outstanding,  shall, 
by  notice  in  writing  to  the  Railway  Company,  declare  the 
principal  of  all  of  the  Gold  Bonds  then  outstanding  (if  not 
already  due  and  payable)  to  be  due  and  payable;  and 
upon  any  such  declaration  the  same  shall  become  and  be 
due  and  payable  forthwith,  anything  in  the  Gold  Bonds 
or  in  this  indenture  contained  to  the  contrary  .notwith- 
standing. 

This  provision,  however,  is  subject  to  the  condition 
that,  if,  at  any  time  after  the  principal  of  the  Gold 
Bonds  shall  have  been  so  declared  due  and  payable, 
and  prior  to  the  date  of  maturity  thereof  stated  in  the 
Bonds,  all  arrears  of  interest  upon  all  the  Gold  Bonds 
(with  interest  at  the  rate  of  six  per  cent,  per  annum 
on  any  overdue  instalment  of  interest),  and  the  ex- 
penses of  the  Trustee,  shall  be  paid  by  the  Railway 
Company  before  a sale  of  any  of  the  pledged  securities  in 
enforcement  of  this  Trust  Indenture  shall  have  been 
made,  and  every  other  default  in  the  observance  or 
performance  of  any  covenant  or  condition  of  the  Gold 
Bonds  or  of  this  indenture  shall  be  made  good  .or  be 
secured  to  the  satisfaction  of  the  Trustee,  or  provision 
deemed  by  the  Trustee  to  be  adequate  shall  be  made 


31 


therefor,  then  and  in  every  such  case  the  holders  of 
a majority  in  principal  amount  of  the  Gold  Bonds 
then  outstanding,  by  written  notice  to  the  Railway  Com- 
pany and  to  the  Trustee,  may  waive  the  default  by 
reason  of  which  the  principal  of  the  Gold  Bonds  shall 
have  so  become  due  and  the  consequences  of  such  de- 
fault; but  no  such  waiver  shall  extend  to  or  affect  any 
subsequent  default  or  impair  any  right  consequent  there- 
on. 


Section  3.  If  one  or  more  of  the  events  of  default 
shall  happen,  then,  and  in  each  and  every  such  case,  the 
Trustee  shall,  in  its  discretion,  be  forthwith  entitled, 
either  personally  or  by  its  agents  or  attorneys,  and  forth- 
with may  proceed,  to  sell  and  convert  into  money,  singly 
or  collectively,  the  pledged  securities,  and  at  the  written 
request  of  the  holders  of  not  less  than  twenty-five  per 
centum  in  principal  amount  of  the  Gold  Bonds  at  the  time 
outstanding,  it  shall  be  the  duty  of  the  Trustee  so  to  do. 
Such  sale  or  sales  shall  be  at  public  auction  at  such  place 
in  the  Borough  of  Manhattan,  in  the  City  and  State  of 
New  York,  and  at  such  time  and  upon  such  terms  as  the 
Trustee  may  fix. 

Notice  of  any  sale,  whether  under  and  by  virtue  of  the 
power  of  sale  herein  contained,  or  under  or  by  virtue  of 
any  judgment  or  decree  of  foreclosure  and  sale  or 
other  judicial  proceeding,  shall  state  the  time  when  and 
the  place  where  the  same  is  to  be  made,  and  shall  contain 
a brief  general  description  of  the  property  to  be  sold,  and 
shall  be  sufficiently  given  if  published  once  in  each  week 
for  four  successive  weeks  prior  to  such  sale  in  one  news- 
paper of  general  circulation  in  the  Borough  of  Manhat- 
tan in  the  City  and  State  of  New  York.  The  Trustee  may 


32 


adjourn  any  such  sale  or  cause  the  same  to  be  adjourned 
from  time  to  time  by  announcement  at  the  time  and  place 
appointed  for  such  sale  or  for  such  adjourned  sale  or 
sales;  and,  without  further  notice  or  publication,  such 
sale  may  be  made 'at  the  time  and  place  to  which  the  same 
may  be  so  adjourned. 

Section  4.  Upon  the  completion  of  any  sale  or  sales, 
the  Trustee  shall  deliver  to  the  accepted  purchaser  or 
purchasers  the  property  sold,  with  good  and  sufficient 
transfers.  The  Trustee  and  its  successor  or  successors 
are  hereby  appointed  the  true  and  lawful  attorney  and  at- 
torneys irrevocable  of  the  Railway  Company,  in  its  name 
and  stead  to  make  all  necessary  instruments  of  transfer, 
and  for  that  purpose  may  execute  all  necessary  acts  of 
assignment  and  transfer,  and  may  substitute  one  or  more 
persons  or  corporations  with  like  power,  the  Railway 
Company  hereby  ratifying  and  confirming  all  that  its  said 
attorney  or  attorneys,  or  such  substitute  or  substitutes, 
shall  lawfully  do  by  virtue  hereof.  Nevertheless  the 
Railway  Company  shall,  if  so  requested  by  the  Trus- 
tee, ratify  and  confirm  such  sale  by  executing  and 
delivering  to  the  Trustee  or  to  such  purchaser  or  pur- 
chasers all  proper  transfers  as  may  be  designated  in 
such  request. 

Section  5.  Any  sale  or  sales  made  under  or  by  virtue 
of  this  indenture,  whether  under  any  power  of  sale  here- 
by granted  and  conferred,  or  under  or  by  virtue  of  judi- 
cial proceedings,  shall  divest  all  right,  title,  interest, 
estate,  claim  and  demand  whatsoever,  either  at  law  or  in 
equity,  of  the  Railway  Company  of,  in  and  to  the  property 


33 


sold,  and  shall  be  a perpetual  bar  both  at  law  and  in  equity 
against  the  Railway  Company,  its  successors  and  assigns, 
and  against  any  and  all  persons  claiming  or  to  claim  the 
property  sold  or  any  part  thereof,  from,  through  or  under 
the  Railway  Company,  its  successors  or  assigns ; and  no 
purchaser  at  any  such  sale  or  sales,  or  his  representatives 
or  assigns,  shall  be  bound  to  see  to  the  application  of  the 
purchase  money  upon  or  for  any  trust  or  purpose  of  this 
indenture,  or  be  answerable  in  any  manner  whatsoever 
for  any  loss,  misapplication  or  non-application  of  any 
such  purchase  money  paid  by  such  purchaser  or  any  part 
thereof. 

Section  6.  The  Trustee,  however,  instead  of  exercis- 
ing the  power  of  sale  herein  conferred  upon  it,  may  in  its 
discretion,  and  shall,  at  the  request  in  writing  of  the  hold- 
ers of  a majority  in  principal  amount  of  the  Gold  Bonds 
then  outstanding,  proceed  by  a suit  or  suits  at  law  or  in 
equity,  as  the  Trustee  may  be  advised  by  counsel,  to  en- 
force the  payment  of  the  Gold  Bonds  and  the  coupons 
thereto  appertaining,  and  to  enforce  this  indenture  and 
sell  the  pledged  securities  pursuant  to  the  judgment  or 
decree  of  a court  or  courts  of  competent  jurisdiction. 

Section  7.  In  the  event  of  any  sale  under  or  by  virtue 
of  this  indenture,  whether  under  any  power  of  sale  here- 
by granted  or  conferred  or  under  or  by  virtue  of  judicial 
proceedings,  of  the  pledged  securities  or  any  part  thereof, 
the  principal  of  the  Gold  Bonds,  if  not  already  due  and 
payable,  forthwith  shall  become  due  and  payable,  any- 
thing in  the  Gold  Bonds  or  in  this  indenture  to  the  con- 
trary notwithstanding. 


34 


Section  8.  In  the  event  of  any  sale  under  or  by  virtue 
of  this  indenture,  whether  under  any  power  of  sale  here- 
by granted  and  conferred  or  under  or  by  virtue  of  judi- 
cial proceedings,  the  pledged  securities  may,  as  the 
Trustee  shall  deem  most  advantageous  for  the  holders  of 
the  Gold  Bonds,  be  sold  either  in  one  parcel  as  an  entirety, 
or  in  several  parcels,  and,  if  in  several  parcels,  in  such 
parcels  as  the  Trustee  may  determine.  The  Railway 
Company,  for  itself  and  for  all  persons  or  corporations 
hereafter  claiming  from,  through  or  under  it,  hereby 
expressly  waives  and  releases  all  right  to  have  the 
pledged  securities  marshalled  upon  any  foreclosure  or 
other  enforcement  of  this  indenture. 

Section  9.  The  Trustee  in  respect  of  the  pledged 
securities  shall  have  for  all  purposes  of  this  inden- 
ture and  may  exercise  all  the  rights  of  holder  and 
owner  thereof,  and  may  take  any  action  or  proceed- 
ing which  the  holder  or  owner  thereof  for  value 
might  or  could  take  as  such  holder  or  owner.  No  remedy 
conferred  by  this  indenture  is  intended  to  be  exclusive 
of  any  other  remedy,  but  every  such  remedy  shall  be 
deemed  cumulative  and  shall  be  in  addition  to  every 
other  remedy  given  hereunder,  and  shall  not  be  deemed 
to  deprive  the  Trustee  of  any  legal  or  equitable  remedy, 
by  appropriate  judicial  proceedings  or  otherwise,  to  en- 
force the  conditions,  covenants  and  agreements  of  this 
indenture;  and  every  power  and  remedy  given  by  this 
indenture  to  the  Trustee  or  to  the  holders  of  Gold  Bonds 
may  be  exercised  from  time  to  time  and  as  often  as  may 
be  deemed  expedient. 


35 


Section  10.  In  case  of  any  sale  of  the  pledged  se- 
curities or  of  any  part  thereof,  whether  under  the  power 
of  sale  hereby  granted  or  pursuant  to  judicial  proceed- 
ings, the  purchase  money,  proceeds  or  avails,  together 
with  any  other  sums  which  may  then  be  held  by  the  Trus- 
tee or  be  payable  to  it  under  any  of  the  provisions  of 
this  indenture  as  a part  of  the  trust  estate,  shall  be  ap- 
plied as  follows : 

(a)  to  the  payment  of  the  costs,  expenses,  fees, 
and  other  charges  of  such  sale  or  sales,  and  a rea- 
sonable compensation  to  the  Trustee,  its  agents 
and  attorneys,  and  to  the  payment  of  all  expenses 
and  liabilities  incurred  and  advances  or  disburse- 
ments made  by  the  Trustee; 

(b)  any  surplus  then  remaining,  to  the  pay- 
ment of  the  whole  amount  owing  or  unpaid  upon 
the  Gold  Bonds,  for  both  principal  and  interest, 
with  interest  on  the  overdue  instalments  of 
interest  at  the  rate  of  six  per  cent,  per  an- 
num ; and,  in  case  such  proceeds  shall  be  in- 
sufficient to  pay  in  full  the  whole  amount  so  due 
and  unpaid  upon  the  Gold  Bonds,  then  to  the 
payment  of  such  principal  and  interest  ratably, 
according  to  the  aggregate  of  such  principal  and 
the  accrued  and  unpaid  interest,  without  prefer- 
ence or  priority  of  principal  over  interest,  or  of 
interest  over  principal,  or  of  any  instalment  of 
interest  over  any  other  instalment  of  interest; 

(c)  any  surplus  then  remaining,  to  the  Rail- 
way Company,  its  successors  or  assigns,  or  to 
whosoever  may  be  lawfully  entitled  to  receive  the 


same. 


36 


These  provisions,  however,  are  not  intended  in  any 
wise  to  modify  the  provisions  of  Section  5 of  Article 
Third  hereof,  but  are  subject  thereto. 

Section  11.  In  case  of  any  public  sale  of  the  pledged 
securities  in  pursuance  of  the  powers  conferred  by 
this  indenture  or  upon  any  sale  pursuant  to  judicial 
proceedings,  the  purchaser,  for  the  purpose  of  mak- 
ing settlement  or  payment  for  the  property  pur- 
chased, shall  be  entitled  to  turn  in  or  apply  towards  the 
payment  of  the  purchase  price,  and  to  be  credited  with, 
any  Gold  Bonds,  and  any  matured  and  unpaid  coupons,  to 
the  extent  of  the  value  of  such  bonds  and  coupons  upon 
a distribution  among  the  bondholders  of  the  net  pro- 
ceeds of  such  sale  after  making  the  deductions  allowable 
under  the  terms  hereof  for  the  cost  and  expenses  of  the 
sale  or  otherwise.  But  such  bonds  and  coupons  so  ap- 
plied in  payment  by  the  purchaser  shall  be  deemed  to 
be  paid  only  to  the  extent  so  applied.  At  any  sale  of 
the  pledged  securities  or  of  any  part  thereof,  the  Trustee, 
or  any  bondholders  or  their  agents,  may  bid  for  and  pur- 
chase the  property  so  sold  and  may  make  payment  there- 
for as  aforesaid,  and,  upon  compliance  with  the  terms 
of  sale,  may  hold,  retain  and  dispose  of  such  property 
without  further  accountability;  and  the  receipt  of  the 
Trustee  shall  be  a sufficient  discharge  for  the  purchase 
money  to  any  purchaser  of  the  property,  or  any  part 
thereof,  sold  under  any  of  the  provisions  of  this  inden- 
ture. 

Section  12.  Anything  in  this  indenture  contained  to 
the  contrary  notwithstanding,  the  holders  of  two-thirds 
in  principal  amount  of  the  Gold  Bonds  then  outstanding 
shall  have  the  right,  from  time  to  time,  if  they  so  elect 


37 


and  manifest  such  election  by  an  instrument  in  writing 
executed  and  delivered  to  the  Trustee,  to  direct  the 
manner,  method  and  place  of  conducting  any  and  all  pro- 
ceedings for  any  sale  of  the  pledged  securities  or  any 
part  thereof,  not,  however,  otherwise  than  in  accordance 
with  the  provisions  of  this  indenture. 

Section  13.  In  case 

(a)  default  shall  be  made  in  the  payment  of 
any  instalment  of  interest  on  any  of  the  Gold 
Bonds  when  and  as  the  same  shall  become  pay- 
able as  therein  and  herein  expressed,  and  such 
default  shall  continue  for  thirty  days,  or 

( b ) default  shall  be  made  in  the  payment 
of  the  principal  of  any  of  the  Gold  Bonds  when 
and  as  the  same  shall  become  due  and  payable, 
whether  at  maturity  or  by  declaration,  or  other- 
wise ; 

then  and  in  every  such  case  the  Railway  Company,  upon 
demand  of  the  Trustee,  will  pay  to  the  Trustee  for  the 
benefit  of  the  holders  of  the  Gold  Bonds  then  outstand- 
ing the  whole  amount  which  shall  then  have  become 
due  and  payable  on  all  the  Gold  Bonds  then  outstand- 
ing for  interest  or  principal,  or  both,  as  the  case  may 
be,  with  interest  upon  the  overdue  principal  and 
instalments  of  interest  at  the  rate  of  six  per  cent, 
per  annum ; and  in  case  the  Railway  Company 
shall  fail  to  pay  the  same  forthwith  upon  such  demand, 
the  Trustee,  in  its  own  name  and  as  trustee  of  an  express 
trust,  shall  be  entitled  to  recover  judgment  for  the  whole 
amount  so  due  and  unpaid.  The  Trustee  shall  be  entitled 


38 


to  recover  judgment  as  aforesaid,  either  before  or  after 
or  during  the  pendency  of  any  proceedings  for  the  en- 
forcement of  the  lien  of  this  indenture  upon  the  pledged 
securities,  and  its  right  to  recover  such  judgment  shall  not 
be  affected  by  any  sale  hereunder,  or  by  the  exercise  of 
any  other  right,  power  or  remedy  for  the  enforcement 
of  the  provisions  of  this  indenture,  or  by  foreclosure  of 
the  lien  hereof ; and,  in  case  of  a sale  of  the  pledged  securi- 
ties or  any  part  thereof  and  of  the  application  of  the  pro- 
ceeds of  sale  to  the  payment  of  the  indebtedness  repre- 
sented by  the  Gold  Bonds  and  coupons,  the  Trustee,  in 
its  own  name  and  as  trustee  of  an  express  trust,  shall  be 
entitled  to  receive,  and  to  enforce  payment  of,  any 
and  all  deficiency  or  amounts  then  remaining  due  and 
unpaid  upon  any  or  all  of  the  Gold  Bonds  then  out- 
standing, for  the  benefit  of  the  holders  thereof,  and  shall 
be  entitled  to  recover  judgment  for  any  portion  of  such 
indebtedness  remaining  unpaid,  with  interest.  No  recov- 
ery of  any  judgment  by  the  Trustee,  and  no  levy  of  any 
execution  upon  any  such  judgment  upon  property  subject 
to  the  lien  of  this  indenture  or  upon  any  other  property, 
shall  in  any  manner  or  to  any  extent  affect  or  impair 
the  lien  of  the  Trustee  upon  the  pledged  securities,  or  any 
part  thereof,  or  any  rights,  powers  or  remedies  of  the 
Trustee  hereunder,  or  any  rights,  powers  or  remedies  of 
the  holders  of  the  Gold  Bonds;  but  such  lien,  rights, 
powers  and  remedies  shall  continue  unaffected  and  unim- 
paired as  before.  Any  moneys  thus  collected  by  the  Trus- 
tee under  this  Section  13  shall  be  applied  by  the  Trustee : 
first,  to  the  payment,  at  the  option  of  the  Trustee,  of  the 
costs  and  expenses  of  the  proceedings  resulting  in  the 
collecting  of  such  moneys ; and,  secondly,  toward  payment 
of  the  amounts  then  due  and  unpaid  upon  the  Gold  Bonds 


39 


and  coupons  in  respect  of  which  such  money  shall  have 
been  collected,  ratably  and  without  any  preference  or 
priority  of  any  kind  (except  as  provided  in  Section  5 of 
Article  Third),  according  to  the  amounts  due  and  pay- 
able upon  such  bonds  and  coupons  respectively  at  the 
date  fixed  by  the  Trustee  for  the  distribution  of  such 
moneys. 

Section  14.  No  delay  or  omission  of  the  Trustee  or  of 
any  holder  of  Gold  Bonds  to  exercise  any  right  or  power 
arising  from  any  default  of  the  Railway  Company  here- 
under shall  impair  any  such  right  or  power,  or  shall 
be  construed  to  be  a waiver  of  any  such  default  or  an 
acquiescence  therein. 

ARTICLE  SEVENTH. 

Section  1.  The  Trustee  accepts  the  trusts  of  this  in- 
denture and  agrees  to  execute  them  upon  the  following 
terms  and  conditions,  to  which  the  parties  and  the  hold- 
ers of  the  Gold  Bonds  agree: 

The  Trustee  shall  be  entitled  to  reasonable 
compensation  for  all  services  rendered  by  it  in  the 
execution  of  the  trusts  hereby  created ; which  com- 
pensation shall  not  be  limited  by  any  provision 
of  law  with  respect  to  the  compensation  of  a 
trustee  of  an  express  trust;  and  such  com- 
pensation, as  well  as  the  reasonable  compen- 
sation of  its  counsel,  agents  or  attorneys,  and  all 
other  reasonable  expenses  necessarily  incurred 
and  actually  disbursed  hereunder,  the  Railwav 


40 


Company  agrees  to  pay,  and  for  such  payment 
the  Trustee  shall  have  a lien  on  the  pledged  se- 
curities under  this  indenture  in  priority  to  the 
rights  and  claims  of  the  holders  of  the  Gold  Bonds. 

The  Trustee  shall  not  be  responsible  in  any 
manner  whatsoever  for  the  recitals  herein  con- 
tained as  to  the  acts  or  powers  of  the  Railway 
Company  or  otherwise,  all  of  which  are  made  by 
the  Railway  Company  solely. 

The  Trustee  shall  not  be  responsible  for  or  in 
respect  of  the  validity  or  sufficiency  of  this  inden- 
ture, or  the  execution  thereof  by  the  Railway  Com- 
pany, nor  for  or  in  respect  of  the  validity  of  the 
Gold  Bonds  or  coupons,  nor  for  or  in  respect  of 
the  title,  value  or  validity  of  the  pledged  securi- 
ties. 

Unless  and  until  the  Trustee  shall  have  re- 
ceived written  notice  to  the  contrary  from  the 
holders  of  not  less  than  five  per  cent,  in  principal 
amount  of  the  Gold  Bonds  at  the  time  outstand- 
ing, the  Trustee  may,  for  all  the  purposes  of  this 
indenture,  assume  that  the  Railway  Company  is 
not  in  default  under  this  indenture  and  that  none 
of  the  events  hereinbefore  denominated  events  of 
default  has  happened. 

The  Trustee  shall  not  be  under  any  obligation 
to  take  any  action  toward  the  execution  or  enforce- 
ment of  the  trusts  hereby  created  which,  in  its 
opinion,  will  be  likely  to  involve  it  in  expense  or 
liability,  unless  one  or  more  of  the  holders  of  the 
Gold  Bonds  shall,  as  often  as  required  by  the 


41 


Trustee,  furnish  it  reasonable  security  and  indem- 
nity against  such  expense  or  liability;  nor  shall 
the  Trustee  be  required  to  take  notice  of  any  de- 
fault hereunder  unless  notified  in  writing  of  such 
default  by  the  holders  of  at  least  five  per  cent,  in 
principal  amount  of  the  Gold  Bonds  at  the  time 
outstanding,  or  to  take  any  action  in  respect  of  any 
such  default  involving  expense  or  liability  unless 
requested  by  an  instrument  in  writing  signed  by 
the  holders  of  not  less  than  fifteen  per  cent,  in 
principal  amount  of  the  Gold  Bonds  at  the  time 
outstanding,  nor  unless  from  time  to  time  fur- 
nished with  reasonable  security  and  indemnity  as 
aforesaid,  anything  herein  contained  to  the  con- 
trary notwithstanding;  but  neither  any  such  no- 
tice or  request,  nor  this  provision  therefor,  shall 
affect  any  discretion  herein  given  to  the  Trustee 
to  determine  whether  or  not  the  Trustee  shall 
take  action  in  respect  to  such  default  or  to  take 
action  without  such  request. 

The  Trustee  shall  be  fully  protected  in  acting 
upon,  or  in  accordance  with,  any  notice,  request, 
consent,  certificate,  bond,  coupon  or  other  in- 
strument or  paper  believed  by  it  to  be  genuine, 
and  to  have  been  signed  or  presented  by  the  proper 
person,  or  duly  authorized,  or  properly  made. 

The  Trustee  may  employ  agents  or  attorneys 
in  fact,  and  shall  not  be  answerable  for  the  default 
or  misconduct  of  any  agent  or  attorney  appointed 
by  it  in  pursuance  hereof,  if  such  agent  or  attorney 
shall  have  been  selected  with  reasonable  care,  nor 
for  anything  whatever  in  connection  with  this 
trust,  except  its  own  wilful  misconduct  or  gross 
negligence. 


The  Trustee  may  advise  with  legal  counsel  (in- 
cluding counsel  of  the  Railway  Company),  and 
shall  be  protected  in  respect  of  any  action  under 
this  indenture  taken  in  good  faith  by  the  Trustee 
in  accordance  with  the  opinion  of  counsel. 

It  shall  be  no  part  of  the  duty  of  the  Trustee 
to  receive,  or  to  see  to  the  application  of,  the  pro- 
ceeds of  the  Gold  Bonds,  or  to  give  notice  of  the 
lien  hereby  created  to  any  person  or  corporation. 

The  Trustee  shall  be  reimbursed  and  indemni- 
fied by  the  Railway  Company  for  or  against  any 
liability  or  damage  not  due  to  the  gross  negligence 
or  wilful  default  of  the  Trustee. 

The  Trustee  may  hold  and  own  Gold  Bonds 
with  the  same  rights  which  it  would  have  if  it 
were  not  Trustee  hereunder. 

Section  2.  The  Trustee  may  resign,  and  be  discharged 
from,  the  trusts  created  by  this  indenture  by  giving  to 
the  Railway  Company  notice  in  writing  of  such  resigna- 
tion, specifying  a date  when  such  resignation  shall  take 
effect,  and  also  by  publication  of  such  notice  at  least  once 
in  each  of  three  successive  weeks  prior  to  the  date  speci- 
fied in  such  notice  in  a daily  newspaper  published  in  the 
Borough  of  Manhattan,  in  the  City  and  State  of  New 
York.  Such  resignation  shall  take  effect  on  the  date 
specified  in  such  notice,  unless  previously  a successor 
trustee  shall  be  appointed  as  hereinafter  provided,  in 
which  event  such  resignation  shall  take  effect  immedi- 
ately upon  the  appointment  of  such  successor  trustee. 

Any  Trustee  at  the  time  being  hereunder  may  be  re- 
moved at  any  time  by  an  instrument  in  writing  filed  with 
such  Trustee  and  executed  by  the  holders  of  three-fourths 
in  principal  amount  of  the  Gold  Bonds  at  the  time  out- 
standing. 


43 


Section  3.  In  case  at  any  time  the  Trustee  shall  re- 
sign or  give  notice  of  resignation  or  shall  be  removed  or 
shall  become  incapable  of  acting,  a successor  may  be  ap- 
pointed by  the  holders  of  a majority  in  principal  amount 
of  the  Gold  Bonds  at  the  time  outstanding,  by  an  instru- 
ment or  concurrent  instruments  signed  by  such  bond- 
holders or  their  attorneys  in  fact  duly  authorized;  but 
until  a new  trustee  shall  be  appointed  by  said  bondhold- 
ers as  herein  authorized,  the  Railway  Company,  by  an 
instrument  executed  under  its  corporate  seal  by  order 
of  its  board  of  directors  or  executive  committee,  may 
appoint  a trustee  to  fill  such  vacancy.  Every  successor 
trustee  under  this  indenture,  however  and  by  whomever 
appointed,  shall  always  be  a trust  company  having  an 
office  in  the  Borough  of  Manhattan,  in  the  City  and  State 
of  New  York,  and  having  a capital  and  surplus  aggre- 
gating at  least  two  million  dollars.  After  any  such  ap- 
pointment by  the  Railway  Company,  it  shall  cause  notice 
of  such  appointment  to  be  published  once  a week  in 
each  of  four  successive  weeks  in  one  daily  newspaper 
published  in  said  Borough  of  Manhattan,  in  the  City  of 
New  York;  but  any  new  trustee  so  appointed  by  the 
Railway  Company  shall  immediately,  and  without  fur- 
ther act,  be  superseded  by  a trustee  appointed,  in  the 
manner  above  provided,  by  the  holders  of  a majority  in 
principal  amount  of  the  Gold  Bonds  at  the  time  outstand- 
ing. 

Section  4.  Any  successor  trustee  appointed  here- 
under shall  execute,  acknowledge  and  deliver  to  the  Rail- 
way Company  an  instrument  accepting  such  appoint- 
ment hereunder,  and  thereupon  such  successor  trustee, 


44 


without  any  further  act,  deed  or  conveyance,  shall  be- 
come vested  with  the  title  to  the  pledged  securities,  and 
with  all  the  rights,  powers,  trusts,  duties  and  obligations 
of  its  predecessor  in  the  trust  hereunder,  with 'like  effect 
as  if  originally  named  as  trustee  herein,  and  the  trustee 
ceasing  to  act  shall,  on  the  written  request  of  such  suc- 
cessor trustee,  assign  and  transfer  the  pledged  securities 
or  cause  the  pledged  securities  to  be  assigned  and  trans- 
ferred to  the  successor  trustee,  and  shall  be  entitled  to  the 
payment  of  its  charges  and  expenses  theretofore  incurred. 
Upon  request  of  such  successor  trustee,  the  Railway 
Company  shall  execute  and  deliver  such  instruments  of 
assignment  and  further  assurance  as  may  reasonably 
be  required  for  more  fully  and  certainly  vesting  in  and 
confirming  to  such  successor  trustee  all  the  right,  title 
and  interest  of  the  predecessor  trustee  in  and  to  the 
pledged  securities  and  such  rights,  powers,  trusts,  duties 
and  obligations.  All  conveyances  and  instruments  here- 
in provided  for  shall  be  at  the  cost  of  the  Railway 
Company. 

Section  5.  Any  corporation  resulting  from  any 
merger  or  consolidation  to  which  the  trustee  at  the  time 
being  shall  be  a party,  provided  such  corporation  shall 
be  a corporation  organized  under  the  laws  of  the  State  of 
New  York  having  a capital  and  surplus  aggregating  at 
least  two  million  dollars  and  shall  do  business  in  the 
Borough  of  Manhattan  in  the  City  and  State  of  New 
York,  shall  be  the  successor  trustee  under  this  indenture, 
without  the  execution  or  filing  of  any  paper  or  any  fur- 
ther act  on  the  part  of  any  of  the  parties  hereto,  anything 
herein  to  the  contrary  notwithstanding. 


45 


Section  6.  The  term  the  Trustee  wherever  used  in 
this  indenture,  means,  unless  the  context  shall  otherwise 
require,  the  trustee  for  the  time  being  under  this  inden- 
ture whether  original  or  successor. 

Section  7.  The  Trustee  may  accept  the  certificate  of 
the  President  or  a Vice-President  and  the  Secretary  or 
an  Assistant  Secretary  of  the  Railway  Company  as  con- 
clusive evidence  of  any  fact  or  facts  upon  which  any  ac- 
tion by  the  Trustee  may  depend,  or  upon  which  it  may 
desire  or  require  information  for  the  purposes  of  such 
action,  unless  some  other  method  of  procedure,  or  evi- 
dence, or  source  of  information,  is  herein  provided  for; 
and  such  certificate  shall  be  full  protection  to  the  Trustee 
for  any  action  taken  upon  the  faith  thereof. 

Section  8.  The  Trustee  may  treat  all  moneys  re- 
ceived by  it  under  the  provisions  of  this  indenture  while 
held  by  it  hereunder  as  a general  deposit  and  shall  allow 
interest  thereon  at  the  rate  generally  prevailing  among 
New  York  City  trust  companies  or  allowed  by  it  upon 
deposits  of  a similar  character. 


ARTICLE  EIGHTH. 

Section  1.  No  holder  of  any  Gold  Bond  or  coupon 
shall  have  the  right  to  institute  any  suit,  action  or  pro- 
ceeding at  law  or  in  equity  upon  or  in  respect  of  this  in- 
denture, or  for  the  execution  of  any  trust  or  power  here- 
of, or  for  any  other  remedy  under  or  upon  this  indenture, 
unless  such  holder  shall  previously  have  given  to  the 
Trustee  written  notice  of  an  existing  default  and  of  the 


46 


continuance  thereof  as  hereinbefore  provided;  nor  un- 
less also  the  holders  of  fifteen  per  cent,  in  principal 
amount  of  the  Gold  Bonds  at  the  time  outstanding  shall 
have  made  written  request  upon  the  Trustee  after  the 
happening  of  an  event  of  default,  and  shall  have  afforded 
to  it  reasonable  opportunity  either  to  proceed  itself  to 
exercise  the  powers  hereinbefore  granted,  or  to  institute 
such  action,  suit  or  proceeding  in  its  own  name ; nor  unless 
also  such  holder  or  holders  shall  have  offered  to  the  Trus- 
tee adequate  security  and  indemnity  against  the  costs, 
expenses  and  liabilities  to  be  incurred  in  or  by  reason  of 
such  action,  suit  or  proceeding  and  such  notification,  re- 
quest and  offer  of  indemnity  are  hereby  declared,  in  every 
such  case,  at  the  option  of  the  Trustee,  to  be  conditions 
precedent  to  the  execution  of  the  powers  and  trusts  of 
this  indenture,  and  to  any  action  or  cause  of  action  for 
foreclosure  or  for  any  other  remedy  hereunder;  it  being 
intended  that  no  one  or  more  holders  of  the  Gold  Bonds 
or  coupons  shall  have  any  right  in  any  manner  whatever 
to  affect,  disturb  or  prejudice  the  lien  of  this  indenture 
by  his  or  their  action,  or  to  enforce  any  right  hereunder, 
except  in  the  manner  herein  provided,  and  that  all  pro- 
ceedings hereunder  shall  be  instituted,  had  and  main- 
tained in  the  manner  herein  provided  and  for  the  equal 
benefit  of  all  holders  of  the  outstanding  Gold  Bonds  and 
coupons. 

But  the  foregoing  provisions  of  this  Section  1 are  in- 
tended only  for  the  protection  of  the  Trustee,  and  shall 
not  be  construed  to  affect  any  discretion  or  power  by  any 
provision  of  this  indenture  given  to  the  Trustee  to  deter- 
mine whether  or  not  it  shall  take  action  in  respect  of  any 
default  without  such  notice  or  request  from  the  bond- 


47 


holders,  or  to  affect  any  other  discretion  or  power  given 
to  the  Trustee. 

Section  2.  No  delay  or  omission  of  the  Trustee,  or 
of  any  holder  of  Gold  Bonds  to  exercise  any  right  or 
power  accruing  upon  any  default,  shall  impair  any  such 
right  or  power,  or  shall  be  construed  to  be  a waiver  of  any 
such  default  or  acquiescence  therein;  and  every  power 
and  remedy  given  by  this  indenture  to  the  Trustee  or  to 
said  bondholders  may  be  exercised  from  time  to  time  and 
as  often  as  may  be  deemed  expedient  by  the  Trustee  or 
by  said  bondholders. 

ARTICLE  NINTH. 

Section  1.  Any  request  or  other  instrument  required 
by  this  indenture  to  be  signed  and  executed  by  bondhold- 
ers may  be  in  any  number  of  concurrent  instruments  of 
similar  tenor,  and  may  be  executed  by  such  bondholders 
in  person,  or  by  an  agent  or  attorney  appointed  by  an 
instrument  in  writing.  Proof  of  the  execution  of  any  such 
request  or  other  instrument  or  of  the  holding  by  any  per- 
son of  Gold  Bonds  shall  be  sufficient  for  any  purpose  of 
this  indenture,  and  shall  be  conclusive  in  favor  of  the 
Trustee  with  regard  to  any  action  taken  by  the  Trustee 
under  such  request  or  other  instrument,  if  made  in  the 
following  manner,  viz. : 

(a)  the  fact  and  date  of  the  execution  by  any 
person  of  any  such  request  or  of  any  other  instru- 
ment in  writing  may  be  proved  by  the  certificate 
of  any  notary  public  or  other  officer  authorized  to 


48 


take,  either  within  or  without  the  State  of  New 
York,  acknowledgments  of  deeds  to  be  recorded 
in  said  State,  certifying  that  the  persons  signing 
such  request  or  other  instrument  acknowledged  to 
him  the  execution  thereof ; or  by  the  affidavit  of 
a witness  to  such  execution; 

( b ) the  amount  of  Gold  Bonds  held  by  any  per- 
son executing  any  such  request  or  other  instru- 
ment as  a bondholder,  and  the  issue  numbers  of  the 
Gold  Bonds  held  by  such  person  and  the  date  of  his 
holding  the  same,  may  be  proved  by  a certificate 
executed  by  any  trust  company,  bank,  bankers  or 
other  depositary  wheresoever  situated  whose  cer- 
tificate shall  be  deemed  by  the  Trustee  to  be  satis- 
factory, showing  that,  at  the  date  therein  men- 
tioned, such  person  had  on  deposit  with  such  de- 
positary, or  exhibited  to  such  depositary,  the  Gold 
Bonds  numbered  and  described  in  such  certificate. 

Section  2.  As  to  all  registered  Gold  Bonds  and  all 
coupon  Gold  Bonds  registered  as  to  principal,  the  person 
in  whose  name  the  same  shall  be  registered  on  the  books 
of  the  Railway  Company  shall,  for  all  purposes  of  this 
indenture,  be  deemed  and  regarded  as  the  owner  thereof, 
and  thereafter  payment  of  or  on  account  of  the  principal 
of  such  bond,  if  it  lie  a registered  coupon  bond,  and  of 
the  principal  and  interest,  if  it  be  a registered  bond  with- 
out coupons,  shall  be  made  only  to  or  upon  the  order  of 
such  registered  holder  thereof,  but  such  registration  may 
be  changed  as  above  provided.  All  such  payments  shall 
be  valid  and  effectual  to  satisfy  and  discharge  the  lia- 
bility upon  such  bonds  to  the  extent  of  the  sum  or  sums 
so  paid.  The  Railway  Company  and  the  Trustee  may 


49 


deem  and  treat  the  bearer  of  any  coupon  Gold  Bond 
which  shall  not  at  the  time  be  registered  as  to  principal, 
and  the  bearer  of  any  coupon  for  interest  on  any  coupon 
bond,  whether  such  bond  shall  be  registered  as  to  prin- 
cipal or  not,  as  the  absolute  owner  of  such  bond  or  cou- 
pon for  the  purpose  of  receiving  payment  thereof,  and 
for  all  other  purposes  whatsoever,  and  the  Railway 
Company  and  the  Trustee  shall  not  be  affected  by  any 
notice  to  the  contrary. 

ARTICLE  TENTH. 

Section  1.  If  when  the  Gold  Bonds  shall  have  be- 
come due  and  payable  the  Railway  Company  shall  well 
and  truly  pay  or  cause  to  be  paid  the  whole  amount  of 
the  principal  and  interest  due  upon  all  said  bonds  then 
outstanding,  or  shall  provide  for  such  payment  by  de- 
positing with  the  Trustee  hereunder,  within  six  months 
before  the  maturity  of  said  bonds,  for  the  payment  of 
said  bonds  and  interest  thereon,  the  entire  amount  due 
or  to  become  due  for  such  principal  and  interest,  and 
shall  also  pay  or  cause  to  be  paid  all  other  sums  pay- 
able hereunder  by  the  Railway  Company,  and  shall  well 
and  truly  keep,  perform  and  observe  all  the  things 
herein  required  to  be  kept,  performed  and  observed  by 
it  according  to  the  true  intent  and  meaning  of  this  inden- 
ture, then  and  in  that  case  the  estate,  right,  title  and 
interest  of  the  Trustee  in  the  pledged  securities  shall 
thereupon  cease,  determine  and  become  void,  and  the 
Trustee  shall  in  such  case,  on  written  demand  of  the 
Railway  Company,  and  at  the  cost  and  expense  of  the 
latter,  execute  an  instrument  of  satisfaction  and  dis- 
charge of  this  indenture,  and  such  instruments  of  as- 


50 


sigmnent  and  transfer  in  respect  of  the  pledged  securi- 
ties at  that  time  subject  to  the  lien  hereof  as  may  be 
necessary  or  appropriate. 

ARTICLE  ELEVENTH. 

Section  1.  Nothing  in  this  indenture  expressed  or 
implied  is  intended  or  shall  be  construed  to  confer  upon, 
or  to  give  to,  any  person  or  corporation  other  than  the 
parties  hereto  and  the  holders  of  Gold  Bonds  and  the 
appurtenant  coupons,  any  right,  remedy  or  claim  under 
and  by  reason  of  this  indenture  or  any  covenant,  condi- 
tion or  stipulation  hereof ; and  all  the  covenants,  stipula- 
tions, promises  and  agreements  in  this  indenture  con- 
tained shall  be  for  the  sole  and  exclusive  benefit  of  the 
parties  hereto  and  their  successors,  and  of  the  holders 
of  the  Gold  Bonds  and  the  coupons  appertaining  thereto. 

Section  2.  No  recourse  under  any  obligation,  cov- 
enant or  agreement  of  this  indenture,  or  of  any  Gold 
Bond  or  coupon  issued  hereunder,  shall  be  had  against 
any  incorporator,  stockholder,  officer  or  director,  past, 
present  or  future,  of  the  Railway  Company,  by  the  en- 
forcement of  any  assessment  or  by  any  legal  or  equitable 
proceeding  by  virtue  of  any  statute  or  otherwise;  it  be- 
ing expressly  agreed  and  understood  that  this  indenture 
and  the  obligations  hereby  secured  are  solely  corporate 
obligations,  and  that  no  personal  liability  whatever  shall 
attach  to,  or  be  incurred  by,  the  incorporators,  stock- 
holders, officers  or  directors,  past,  present  or  future,  of 
the  Railway  Company,  or  any  of  them,  under  or  by  rea- 
son of  any  of  the  obligations,  covenants  or  agreements 
contained  in  this  indenture,  or  in  any  of  the  Gold  Bonds 


51 


or  coupons  issued  hereunder,  or  implied  therefrom,  and 
that  any  and  all  personal  liability,  either  at  common  law 
or  in  equity,  or  by  statute  or  constitution,  of  every  such 
incorporator,  stockholder,  officer  or  director,  is  hereby 
expressly  waived  as  a condition  of,  and  consideration  for, 
the  execution  of  this  indenture  and  the  issue  of  such 
bonds  and  coupons. 

ARTICLE  TWELFTH. 

Section  1.  Nothing  in  this  indenture  shall  prevent 
the  consolidation  of  the  Railway  Company  with  any  other 
company,  or  the  merger  into  the  Railway  Company  of 
any  other  company,  or  the  merger  of  the  Railway  Com- 
pany into  any  other  company,  or  the  sale  by  the  Railway 
Company  of  its  property  as  an  entirety,  or  the  reincor- 
poration of  the  Railway  Company  as  a Federal  Corpora- 
tion in  accordance  with  the  requirements  or  permission 
of  any  Act  of  Congress  in  that  behalf ; provided  that  any 
such  consolidation  or  merger  or  sale  or  reincorporation 
shall  be  on  such  terms  as  to  preserve  and  not  to  impair 
the  lien  and  security  of  this  indenture  and  the  rights  and 
powers  of  the  Trustee  and  of  the  holders  of  the  Gold 
Bonds ; and  provided  further  that  the  corporation  formed 
by  such  consolidation,  or  into  which  the  Railway  Company 
shall  be  merged  or  reincorporated,  or  to  which  the  Rail- 
way Company  shall  sell  its  property  as  an  entirety,  shall 
as  a part  of  such  consolidation  or  merger  or  reincorpora- 
tion, and  as  a condition  of  any  such  sale  of  the  property 
of  the  Railway  Company  as  an  entirety,  simultaneously 
execute  and  deliver  a proper  indenture  to  the  Trus- 


52 


tee,  in  form  satisfactory  to  the  Trustee,  whereby  such 
corporation  shall  assume  the  due  and  punctual  payment 
of  the  principal  and  interest  of  all  the  Gold  Bonds  and 
the  performance  of  all  the  covenants  and  conditions  of 
this  indenture. 

Section  2.  The  corporation  formed  by  such  consoli- 
dation or  into  which  the  Railway  Company  shall  have 
been  merged  or  reincorporated,  or  to  which  such  sale 
shall  have  been  made,  having  executed  such  indenture 
with  the  Trustee,  whereby  such  corporation  shall  assume 
the  due  and  punctual  payment  of  all  the  Gold  Bonds  and 
the  performance  of  all  the  covenants  and  conditions  of 
this  indenture,  shall  succeed  to  and  be  substituted  for  the 
Railway  Company,  with  the  same  effect  as  if  it  had  been 
named  herein  as  the  party  of  the  first  part  hereto. 

For  every  purpose  of  this  indenture,  the  term  Rail- 
way Company  includes  and  means,  not  only  Central  of 
Georgia  Railway  Company,  but  also  any  such  successor 
corporation.  Every  such  successor  corporation  shall  pos- 
sess, and  from  time  to  time  may  exercise,  each  and  every 
right  and  power  hereunder  of  Central  of  Georgia  Rail- 
way Company  in  its  name  or  otherwise;  and  any  act  or 
proceeding  by  any  provision  of  this  indenture  required 
to  be  done  or  performed  by  any  board  or  officer  of  the 
Railway  Company  may  be  done  and  performed  with 
like  force  and  effect  by  the  like  board  or  officer  of  any 
corporation  that  shall  at  the  time  be  such  lawful  suc- 
cessor of  the  Railway  Company. 


53 


In  Witness  Whereof  the  Railway  Company  has 
caused  its  corporate  seal  to  be  hereunto  affixed  and  this 
Indenture  to  be  signed  by  its  President  or  a Vice- 
President  and  by  its  Secretary  or  an  Assistant  Secre- 
tary, and  the  Trustee,  in  token  of  its  acceptance  of  this 
trust,  has  caused  its  corporate  seal  to  be  hereunto  affixed 
and  this  Indenture  to  be  signed  by  its  President  or  one  of 
its  Vice-Presidents  and  by  its  Secretary  or  an  Assistant 
Secretary,  as  of  the  day  and  year  first  above  written,  in 
triplicate. 


Central  of  Georgia  Railway  Company, 
[corporate  seal]  by  A.  R.  Lawton, 

President. 


Attest : 

Chas.  F.  Groves, 
Secretary. 


Guaranty  Trust  Company  of  New  York, 
[corporate  seal]  by  F.  J.  H.  Sutton, 

Vice-President. 


Attest : 


H.  A.  Duncan, 

Ass’t.  Secretary. 


I 


54 

State  of  New  York,) 

County  of  New  York,)  SS" 

I,  A.  E.  Burke,  a notary  public  in  and  for  the 
county  and  state  aforesaid,  do  certify  that  on  this  11th 
day  of  June,  A.  D.  1919,  before  me  personally  came  Alex- 
ander R.  Lawton,  President  of  Central  of  Georgia  Rail- 
way Company,  to  me  personally  known,  whose  name 
is  signed  to  the  foregoing  writing,  and  who  being  by 
me  duly  sworn,  deposed  and  said:  that  he  resides  in 
the  City  of  Savannah,  Georgia;  that  he  is  President  of 
Central  of  Georgia  Railway  Company,  one  of  the  cor- 
porations described  in  and  which  executed  the  above 
instrument;  that  he  knows  the  corporate  seal  of  said 
Company;  that  the  seal  affixed  to  the  said  instrument 
is  such  corporate  seal;  that  it  was  so  affixed  by  order 
of  the  Board  of  Directors  of  said  Company;  and  that 
he  signed  his  name  thereto  as  President  by  like  authority. 

And  the  said  Alexander  R.  Lawton  further  deposed 
and  said:  that  lie  was  acquainted  with  Clias.  E.  Groves 
and  knew  him  to  be  the  Secretary  of  said  Company;  that 
the  signature  of  said  Clias.  E.  Groves  subscribed  to  said 
instrument  is  in  the  genuine  handwriting  of  said  Clias.  F. 
Groves  and  was  thereto  subscribed  by  the  like  order  of 
said  Board  of  Directors  in  the  presence  of  him,  the  said 
Alexander  R.  Lawton. 

And  the  said  Alexander  R.  Lawton  acknowledged  said 
writing  before  me  in  my  county  aforesaid  to  be  the  free 
and  voluntary  act  and  deed  of  said  corporation  for  the 
uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  official  seal  this  lltli 
day  of  June,  1919. 

A.  E.  Burke, 

Notary  Public,  New  York  County, 
(Seal)  New  York  County  Clerk’s  No.  356. 

New  York  Register’s  No.  10024. 

My  Commission  expires  March 
30,  1920. 


55 


State  op-  New  York,) 

7 ^ ^ • 

County  of  New  York,  j 

I,  A.  E.  Burke,  a notary  public  in  and  for  the 
county  and  state  aforesaid,  do  certify  that  on  this  11th 
day  of  June,  A.  D.  1919,  before  me  personally  came 
F.  J.  H.  Sutton,  one  of  the  Vice-Presidents  of 
Guaranty  Trust  Company  of  New  York,  to  me  person- 
ally known,  whose  name  is  signed  to  the  foregoing  writ- 
ing, and  who  being  by  me  duly  sworn,  deposed  and  said : 
that  he  resides  in  the  City  of  New  York;  that  he  is  one  of 
the  Vice-Presidents  of  Guaranty  Trust  Company  of  New 
York,  one  of  the  corporations  described  in  and  which 
executed  the  above  instrument;  that  he  knows  the  cor- 
porate seal  of  said  Company ; that  the  seal  affixed  to  said 
instrument  is  such  corporate  seal;  that  it  was  so  affixed 
by  order  of  the  Board  of  Directors  of  said  Company;  and 
that  he  signed  his  name  thereto  as  Vice-President  by  like 
authority. 

And  the  said  F.  J.  H.  Sutton  further  deposed  and 
said:  that  he  was  acquainted  with  H.  A.  Duncan  and 
knew  him  to  be  one  of  the  Assistant  Secretaries  of  said 
Company;  that  the  signature  of  said  II.  A.  Duncan 
subscribed  to  said  instrument  is  in  the  genuine  handwrit- 
ing of  said  H.  A.  Duncan  and  was  thereto  subscribed 
by  the  like  order  of  said  Board  of  Directors  and  in  the 
presence  of  him  the  said  F.  J.  H.  Sutton. 

And  the  said  F.  J.  II.  Sutton  acknowledged  said 
writing  before  me  in  my  county  aforesaid  to  be  the  free 
and  voluntary  act  and  deed  of  said  corporation  for  the 
uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  official  seal  this  lltli  day 
of  June,  1919. 

A.  E.  Burke, 

Notary  Public,  New  York  County, 
(Seal)  New  York  County  Clerk’s  No.  356. 

New  York  Register’s  No.  10024. 

My  Commission  expires  March 
30,  1920. 


[9089] 


